Purchase/Placement Agreement Sample Contracts

NATIONAL GENERAL HOLDINGS CORP. 11,800,000 Shares of Common Stock PURCHASE/PLACEMENT AGREEMENT February 11, 2014
Purchase/Placement Agreement • February 12th, 2014 • National General Holdings Corp. • Fire, marine & casualty insurance • New York
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PURCHASE/PLACEMENT AGREEMENT
Purchase/Placement Agreement • May 13th, 2011 • Banctec Inc • Computer peripheral equipment, nec • New York

Y Asesorias Profesionales Zegers & Echavarri LTDA, dated as of August 9, 2004, between Heller Financial, Inc. BancTec, Inc. and BTI Technologies LP.

February , 2014
Purchase/Placement Agreement • April 30th, 2014 • National General Holdings Corp. • Fire, marine & casualty insurance • New York
HORSEHEAD HOLDING CORP. 13,750,000 Shares of Common Stock PURCHASE/PLACEMENT AGREEMENT November 20, 2006
Purchase/Placement Agreement • April 13th, 2007 • Horsehead Holding Corp • New York

HORSEHEAD HOLDING CORP., a Delaware corporation (the “Company”), proposes to issue and sell pursuant to this Purchase/Placement Agreement (the “Agreement”) to you, Friedman, Billings, Ramsey & Co., Inc. (“FBR”), as initial purchaser, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) equal to 13,750,000 shares less the number of Regulation D Shares sold in the Private Placement (each as defined herein) (the “144A/Regulation S Shares”).

STONEGATE MORTGAGE CORPORATION 5,555,556 Shares of Common Stock PURCHASE/PLACEMENT AGREEMENT May 8, 2013
Purchase/Placement Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York

Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), proposes to issue and sell to you, FBR Capital Markets & Co. (“FBR”), as initial purchaser, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) equal to 5,555,556 shares less the number of Regulation D Shares sold in the Private Placement (each as defined herein) (the “Rule 144A/Regulation S Shares”).

TRINITY CAPITAL INC. $50,000,000 6.00% CONVERTIBLE Notes due 2025 PURCHASE/PLACEMENT AGREEMENT December 4, 2020
Purchase/Placement Agreement • December 9th, 2020 • Trinity Capital Inc. • New York

Pursuant to the terms and conditions of this Purchase/Placement Agreement (this “Agreement”), Trinity Capital Inc., a Maryland corporation (the “Company”), proposes to sell and issue to you, Keefe, Bruyette & Woods, Inc. (“KBW”), as initial purchaser, an aggregate principal amount of the Company’s 6.00% Convertible Notes due 2025 (the “Notes”) set forth on Schedule A hereto and designated as 144A/Regulation S Notes (the “144A/Regulation S Notes”).

PURCHASE PLACEMENT AGREEMENT
Purchase/Placement Agreement • April 23rd, 2004 • Fieldstone Investment Corp • New York

Fieldstone Investment Corporation, a Maryland corporation (the "Company"), proposes to sell to you ("FBR"), pursuant and subject to the terms of this Agreement, 41,000,000 shares, less the number of Regulation D Shares sold in the private placement, (the "144A/Regulation S Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"). The sale to you of the 144A/Regulation S Shares and any Option Shares you elect to purchase, will be made without registration of such shares under the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations thereunder (the "Securities Act Regulations"), in reliance upon the exemptions from the registration requirements of the Securities Act provided by Sections 4(1) and 4(2) thereof. You have advised the Company that you will make offers and sales ("Exempt Resales") of the 144A/Regulation S Shares purchased by you hereunder in accordance with Section 3 hereof on the terms set forth in the Final Mem

PURCHASE/PLACEMENT AGREEMENT
Purchase/Placement Agreement • September 28th, 2006 • Datapath Inc • New York

The undersigned understands that Friedman, Billings, Ramsey & Co., Inc. ("FBR") has entered into a Purchase/Placement Agreement (the "Purchase Agreement") with DataPath, Inc., a Georgia corporation (the "Company"), providing for (a) the initial purchase by FBR of shares of the Company's common stock, no par value per share, (the "Common Stock") and the resale of such shares by FBR to certain eligible purchasers, (b) the direct sale by the Company of shares of its Common Stock to certain accredited investors, and (c) an option for FBR to purchase or place additional shares of the Common Stock either for resale by FBR to certain eligible purchasers or for direct sale by the Company to certain accredited investors (the transactions referred to in (a), (b) and (c) above are collectively referred to as the "Offering"), in each case, in transactions exempt from the registration requirements of the Securities Act of 1933, as amended. This Lock-Up Letter Agreement is being delivered to you in

IMPERIAL HOLDINGS, INC. Due February 15, 2019 PURCHASE/PLACEMENT AGREEMENT February 12, 2014
Purchase/Placement Agreement • March 10th, 2014 • Imperial Holdings, Inc. • Life insurance • New York

Imperial Holdings, Inc., a Florida corporation (the “Company”), proposes to issue and sell to you, FBR Capital Markets & Co. (“FBR”), as initial purchaser, an aggregate of $70,000,000.00 principal amount of 8.50% senior unsecured convertible notes due 2019, less the aggregate principal amount of Regulation D Securities sold by the Company in the Private Placement (each as defined herein) (the “Firm Securities”), which are convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

Apollo Global Management, LLC Class A Shares Purchase/Placement Agreement
Purchase/Placement Agreement • August 12th, 2008 • Apollo Global Management LLC • Investment advice • New York

Apollo Global Management, LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of 27,000,000 Class A shares (“Stock”) of the Company less the number of Reg. D Securities (as defined below) that the Company sells in the Private Placement (as defined below) (the “Firm 144A Securities” and, together with the Optional Securities (as defined below), the “144A Securities”). The Firm 144A Securities together with the Reg. D Securities (as defined below) are referred to herein collectively as the “Firm Securities”, and the Firm Securities together with the Optional Securities (as defined below) are referred to herein collectively as the “Securities”.

PURCHASE/PLACEMENT AGREEMENT
Purchase/Placement Agreement • May 10th, 2006 • Pinnacle Gas Resources, Inc. • New York

PINNACLE GAS RESOURCES, INC., a Delaware corporation (the "Company"), proposes to issue and sell to you, Friedman, Billings, Ramsey & Co., Inc. ("FBR"), as initial purchaser, a number of shares of the Company's common stock, par value $0.01 per share (the "Common Stock") equal to 11,161,070 shares of Common Stock less the number of Regulation D Shares sold in the Private Placement (each as defined herein) (the "144A/Regulation S Shares").

NMI HOLDINGS, INC.
Purchase/Placement Agreement • October 28th, 2013 • NMI Holdings, Inc. • Surety insurance • New York
ORION MARINE GROUP, INC. 17,500,000 SHARES OF COMMON STOCK PURCHASE/PLACEMENT AGREEMENT May 9, 2007
Purchase/Placement Agreement • August 20th, 2007 • Orion Marine Group Inc • New York
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