Capital Raise has the meaning used in that certain agreement and plan of merger dated December 22, 2010 (as amended) by and among Borrower, a wholly-owned subsidiary of Borrower, and Pathfinder, LLC, a Massachusetts limited liability company, pursuant to which Borrower acquired Pathfinder, LLC in a merger transaction, the initial closing of which Capital Raise occurred in September 2011 immediately after the merger. As a condition to any such conversion, Payee shall execute and deliver to Borrower such agreements and documentation as Borrower requires of other investors in the Capital Raise. The Borrower shall have the right to prepay, at any time, all or any portion of the principal indebtedness evidenced by this Note, together with any accrued interest. No failure by the holder of this Note to exercise, and no delay in exercising, any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by such holder of any right or power preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the holder hereof as herein specified are cumulative and not exclusive of any other rights or remedies which such holder may otherwise have. The undersigned agrees to pay all costs and expenses incurred by the holder hereof in enforcing this Note, including, without limitation, reasonable attorneys’ fees and disbursements. Every maker, endorser and guarantor of this Note hereby waives presentment, demand and protest, and consents to any and all extensions and other indulgences granted by the holder hereof and agrees that no such extensions or other indulgences granted by the holder, and no discharge or release of any other party primarily or secondarily liable on this Note, or of any collateral securing this Note, shall operate to discharge the indebtedness evidenced by this Note. If this Note is signed by more than one person, all references to the Borrower shall apply to each of them and their liabilities hereunder shall be joint and several. Any notice of non-payment shall be deemed given when delivered in hand or when mailed, postage prepaid, by certified or registered mail, return receipt requested to the Borrower at 00 Xxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 or sent thereto by Federal Express or comparable overnight courier. This Note shall be governed and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein (e...
Capital Raise shall have the meaning set forth in subsection 2.4.
Capital Raise means either (i) an equity or preferred equity capital raise by Cascade Bancorp of not less than One Hundred Fifty Million Dollars ($150,000,000.00) or (ii) an equity or preferred equity capital raise by Cascade Bancorp of less than One Hundred Fifty Million Dollars ($150,000,000.00) for which Regulatory Approval [Capital Raise Reduction] is received.
Examples of Capital Raise in a sentence
For purposes hereof, cash proceeds received by the Company from the exercise of stock options or stock purchase warrants shall not constitute a Capital Raise if the stock option or stock purchase warrant was issued prior to the date hereof or issued pursuant to the Confirmed Plan.
The Company shall deliver to the Agent a calculation specifying the amount of the Net Proceeds received within two (2) Business Days following the closing of any Capital Raise.
Accrued but unpaid Salary shall be paid immediately upon the Completed Capital Raise.
Each Party hereto hereby irrevocably submits to the jurisdiction of the state and federal courts located in New York County, New York, and San Diego County, California and waives any claim based upon forum non-conveniens or lack of jurisdiction; provided that after the Initial Capital Raise the state and federal courts located in San Diego County, shall have exclusive jurisdiction.
This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of the State of New York; provided that after Initial Capital Raise the substantive and procedural laws of the State of California shall apply.
More Definitions of Capital Raise
Capital Raise has the meaning set out in Recital (D);
Capital Raise means the issuance by the Company of Common Stock or other Equity Securities of the Company in a private placement or similar transaction pursuant to which the Company raises additional capital. For the avoidance of doubt, a “Capital Raise” shall not include (a) the issuance of Common Stock and Non-Voting Common Stock to the Biotest Stockholder, and the payment by the Biotest Stockholder therefor, at the Closing (as defined in the Master Purchase and Sale Agreement), (b) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Plan, (c) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (d) Equity Securities of the Company issued upon exercise, conversion or exchange of any Equity Rights of the Company issued (i) prior to the date of this Agreement, (ii) in accordance with the terms of a Stock Option Plan or (iii) in accordance with the terms of this Agreement, (e) Equity Securities of the Company issued in consideration of an acquisition, joint venture, partnership, strategic alliance or other similar transaction (whether pursuant to a stock purchase, asset purchase, merger, joint venture agreement, partnership agreement or other similar agreement or otherwise), approved in writing by the Board of Directors in accordance with the terms of this Agreement, (f) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Common Stock on a fully diluted basis in transactions approved in writing by the Board of Directors, or (g) issuances to the public pursuant to an effective registration statement of the Company under the Securities Act.
Capital Raise shall have the meaning assigned to such term in Section 2.1(c).
Capital Raise means the Placing, Subscription and the Open Offer, taken together;
Capital Raise means the issuance by AppTech of common shares or other equity securities of AppTech, including, but not limited to, the exercise of call options and the resale of common shares represented thereby, options and warrants in a private placement or similar transaction pursuant to which AppTech raises additional capital in one or more tranches, up to Twenty Million United States Dollars (US$20,000,000) for a period of twelve (12) months from the later of (i) the date a Registration Statement on Form S-1 filed in the name of AppTech (the “Registration Statement”) is declared effective by the United States Securities and Exchange Commission (the “SEC”) or (ii) the date of this Agreement, provided, however, that in the event that AppTech has raised at least Fifteen Million United States Dollars (US$15,000,000) in one or more tranches during the period within six months from the later of (i) the date the Registration Statement is declared effective by the SEC or (ii) the date of this Agreement, then the aforementioned twelve (12) month period shall be reduced to six months. For the avoidance of doubt, any such issuance, as described above, shall be deemed to fall within the aforementioned six month or twelve (12) month threshold, and therefore included within this definition, so long as it is contemplated and being negotiated and/or prepared for within six months or twelve (12) months (as the case may be) from the date from the later of (i) the date the Registration Statement is declared effective by the SEC or (ii) the date of this Agreement
Capital Raise means the receipt by the Company of proceeds arising from the issuance of debt or equity securities, third party licensing or research fees. Upon closing of the Proposed Transaction, 3,250,000 Common Shares will be delivered to the Adagio shareholders in respect of the Initial Payment, and the balance of the Common Shares of Cynapsus to be delivered on closing in respect of the Initial Payment will be subject to escrow as follows:
Capital Raise means the raise by Solarflex of equity funding pursuant to the terms and conditions of the Reg S Subscription License Agreement, based upon the offering by Solarflex of units, each consisting of one (1) Share and one (1) class A common stock purchase warrant, at a price of $0.50 per unit in the minimum capital amount of $500,000 and the maximum capital amount of $2,500,000.