Equity Financings. LeukoSite agrees that, prior to the conversion of the shares of LeukoSite Series A Preferred Stock into shares of LeukoSite Common Stock, LeukoSite will not issue shares of LeukoSite Common Stock or LeukoSite Preferred Stock in an equity financing (other than in connection with a public offering pursuant to a registration statement) without either (a) obtaining irrevocable binding commitments or proxies from each purchaser in such equity financing or such lesser number of such purchasers as may be required to obtain stockholder approval in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock, or (b) the prior written consent of the holders of a majority of the outstanding shares of LeukoSite Series A Preferred Stock.
Equity Financings. Upon the consummation of any Financing by the Borrower or any Subsidiary constituting a sale or issuance of any Disqualified Stock or Equity Interests thereby (other than in connection with stock issued within thirty (30) days prior to or within thirty (30) days following the consummation of a Permitted Acquisition, to the extent that the Borrower or such Subsidiary intends to fund such proposed Permitted Acquisition with the Net Cash Proceeds of such stock and so indicates to the Administrative Agent in writing prior to its issuance or prior to the consummation of the Permitted Acquisition, whichever is earlier, and, in any case, solely to the extent the Net Cash Proceeds thereof are in fact utilized to fund such Permitted Acquisition), within three (3) Business Days after the Borrower's or any of its Subsidiaries' receipt of any Net Cash Proceeds from such Financing (or within thirty (30) days following the issuance of any stock described in the preceding parenthetical that has been issued prior to the consummation of a proposed Permitted Acquisition if the related Permitted Acquisition has not occurred as of such thirtieth (30th) day), the Borrower shall make a mandatory prepayment of the Obligations in an amount equal to fifty percent (50%) of such Net Cash Proceeds (it being understood that if stock described in the second preceding parenthetical has been issued within thirty (30) days following the consummation of a Permitted Acquisition, the Borrower or such Subsidiary shall be required to fund the related Permitted Acquisition, or make a mandatory prepayment of the Obligations as otherwise required by this clause (c), within three (3) Business Days after the Borrower's or any of its Subsidiaries' receipt of any Net Cash Proceeds from such Financing).
Equity Financings. Any issuance of shares of capital stock by the Company that CPK would have a right to subscribe for or purchase a portion thereof pursuant to Section 6 below.
Equity Financings. From the date of this Agreement until the earlier of the termination of this Agreement pursuant to ARTICLE 7 or the Effective Time, Parent and the Company shall not, without the prior written consent of the other party, issue, or enter into any agreement to issue, any shares of capital stock or any other securities convertible into, or any rights, warrants or options to acquire, any such shares, securities or convertible securities or any other securities or equity equivalents in connection with a capital raising transaction.
Equity Financings. (a) For so long as the Strategic Investor's Percentage is at least 8%, in the event that the Company proposes to issue Common Shares or Convertible Securities, including convertible debt securities (collectively, "Equity Securities") directly or indirectly, for cash or cash equivalents (an "Equity Financing"), other than the issue of Equity Securities (i) in respect of which the Top-Up Right (as defined below) would be applicable; or (ii) pursuant to a rights offering ("Rights Offering") by the Company that is open to all Shareholders:
(i) the Company shall deliver a notice to the Strategic Investor in writing as soon as possible, but in any event no later than the earliest of: (i) the public announcement of the Equity Financing, (ii) the date on which the Company files a preliminary prospectus, registration statement or other offering document in connection with an Equity Financing that constitutes a public offering of the Equity Securities and (iii) ten Business Days prior to the proposed closing date of the proposed Equity Financing (the "Equity Financing Notice"), specifying: (A) the total number of Outstanding Equity Securities, (B) the total number of Equity Securities which are proposed to be offered for sale, (C) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale, (D) the consideration for which the Equity Securities are proposed to be offered for sale, and (E) if not already disclosed in the Equity Financing Notice, the proposed closing date of the Equity Financing;
(ii) as soon as practicable following the delivery of an Equity Financing Notice, the Company will use its commercially reasonable efforts to provide the Strategic Investor with such information concerning the Company as the Strategic Investor may reasonably request for the purposes of evaluating the Equity Securities;
(iii) the Strategic Investor shall have the right (the "Anti-Dilution Right") to subscribe for:
(A) in the case of an Equity Financing of Common Shares, up to such number of Common Shares that the Company proposes to offer for sale as described in the Equity Financing Notice as would result in the Strategic Investor and its Affiliates collectively maintaining, following the completion of the Equity Financing, the Strategic Investor's Percentage held immediately prior to the Equity Financing Notice, for the consideration and on the same terms and conditions as offered to the other potential investors under t...
Equity Financings. (i) If there is a Qualified Equity Financing before the termination of this Safe, on the initial closing of such Qualified Equity Financing, this Safe will automatically convert into the number of shares of Safe Capital Stock equal to the Purchase Amount divided by the Discount Price.
(ii) If there is a Non-Qualified Equity Financing before the termination of this Safe, the Company shall provide 10 business days’ written notice (which may be via e-mail) to Investor prior to the initial closing of such Non-Qualified Equity Financing, and the Majority-in-Interest (as defined below) may, at their sole discretion by providing written notice (which may be via e-mail) to the Company within 5 business days’ of receipt of the Company’s notice, elect to convert the Purchase Amounts of all then-outstanding Safes with the same “Discount Rate” as this Safe into the number of shares of Safe Capital Stock equal to the Purchase Amount divided the Discount Price. In connection with the automatic conversion of this Safe into shares of Safe Capital Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers of such Capital Stock, with appropriate variations for the Safe Capital Stock, if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.
Equity Financings. Prior to the thirty (30) day anniversary of the Effective Date (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) a Registration Statement is not effective for the resale of all Underlying Shares or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Underlying Shares) (the “Lockup Date”), the Company shall not, without the written consent of Investors representing at least 75% of the aggregate principal amount of all Notes then outstanding, issue any Common Stock or Common Stock Equivalents that, in each case, are granted rights to have such Common Stock or Common Stock Equivalents filed with the Commission for the purpose of registering the resale of such Common Stock or Common Stock Equivalents before the Lockup Date; provided, however, that no such consent shall be required for the issuance by the Company of any Common Stock or Common Stock Equivalents in connection with a Strategic Transaction; and provided, further, that if one or more Registration Statements has previously been declared effective as to 75% of the Underlying Shares, then no such consent shall be required for the issuance by the Company of any Common Stock or Common Stock Equivalents that occurs simultaneously with or following the effectiveness of the Registration Statement which results in all Underlying Shares being registered and a prospectus forming a portion of a Registration Statement being available for the resale of all Underlying Shares.
Equity Financings. The Company shall not issue any shares of Common Stock or any securities convertible, exchangeable or exercisable for shares of Common Stock where the purchase, conversion or exercise price is less than $1.55 per share of Common Stock.
Equity Financings. Upon the consummation of any Financing by the Parent, any Borrower or any Subsidiary constituting a sale or issuance of any Disqualified Stock or Equity Interests (other than in connection with stock issued to fund Permitted Acquisitions) thereby, within three (3) Business Days after the Parent's the Borrowers' or any of their respective Subsidiaries' receipt of any Net Cash Proceeds from such Financing, the Borrowers shall make a mandatory prepayment of the Obligations in an amount equal to fifty percent (50%) of such Net Cash Proceeds.
Equity Financings. Please provide the following information regarding the Borrower’s equity financing:
