Common use of Major Transaction Clause in Contracts

Major Transaction. The Borrower shall give the Lenders notice of a Major Transaction at least thirty (30) days prior to the consummation thereof but in any event not later than five (5) business days following the first public announcement thereof. Each Lender, within the Major Transaction Conversion Period (as defined in the Convertible Notes), in the exercise of its sole discretion, may deliver a notice to the Parent (the “Put Notice”), that either or both of the Parent Convertible Notes and Acquisition Notes shall be due and payable in cash (collectively, the “Major Transaction Payment”). If any of the Lenders deliver a Put Notice, then simultaneously with consummation of such Major Transaction, the Parent shall make such Major Transaction Payment to each such Lender. The Parent shall not consummate any Major Transaction without complying with the provisions of this Section 5.3.

Appears in 2 contracts

Samples: Registration Rights Agreement (Pozen Inc /Nc), Registration Rights Agreement (Tribute Pharmaceuticals Canada Inc.)

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Major Transaction. The Borrower shall give the Lenders notice of a Major Transaction at least thirty (30) days prior to the consummation thereof but in any event not later than five (5) business days following the first public announcement thereof. Each Lender, within the Major Transaction Conversion Period (as defined in the Convertible NotesConversion Note), in the exercise of its sole discretion, may deliver a notice to the Parent Borrower (the “Put Notice”), ) that either or both of the Parent Convertible Conversion Notes and Acquisition Notes shall be due and payable in cash (collectively, the “Major Transaction Payment”). If any of the Lenders deliver a Put Notice, then simultaneously with consummation of such Major Transaction, the Parent Borrower shall make such Major Transaction Payment to each such Lender. The Parent Borrower shall not consummate any Major Transaction without complying with the provisions of this Section 5.3.

Appears in 2 contracts

Samples: Facility Agreement (Tribute Pharmaceuticals Canada Inc.), Facility Agreement (Pozen Inc /Nc)

Major Transaction. The Borrower shall give the Lenders notice of a Major Transaction at least thirty (30) days prior to the consummation thereof but in any event not later than five (5) business days following the first public announcement thereof. Each Lender, within the Major Transaction Conversion Period (as defined in the Convertible Notes), in the exercise of its sole discretion, may deliver a notice to the Parent Borrower (the “Put Notice”), that either or both of the Parent Convertible Notes and Acquisition Notes shall be due and payable in cash (collectively, the “Major Transaction Payment”). If any of the Lenders deliver a Put Notice, then simultaneously with consummation of such Major Transaction, the Parent Borrower shall make such Major Transaction Payment to each such Lender. The Parent Borrower shall not consummate any Major Transaction without complying with the provisions of this Section 5.35.19.

Appears in 2 contracts

Samples: Facility Agreement (Sientra, Inc.), Facility Agreement (Sientra, Inc.)

Major Transaction. The Borrower shall give the Lenders Purchasers notice of a Major Transaction at least thirty (30) days prior to the consummation thereof but in any event not later than five (5) business days following the first public announcement thereof. Each LenderPurchaser, within the Major Transaction Conversion Period (as defined in the Convertible NotesNote), in the exercise of its sole discretion, may deliver a notice to the Parent Borrower (the “Put Notice”), ) that either or both of the Parent Convertible Notes and Acquisition Notes Final Payment shall be due and payable in cash (collectively, the “Major Transaction Payment”). If any of the Lenders Purchasers deliver a Put Notice, then simultaneously with consummation of such Major Transaction, the Parent Borrower shall make such Major Transaction Payment to each such Lender. Purchaser The Parent Borrower shall not consummate any Major Transaction without complying with the provisions of this Section 5.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Aerie Pharmaceuticals Inc)

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Major Transaction. The Borrower shall give the Lenders notice of a Major Transaction at least thirty (30) days prior to the consummation thereof but in any event not later than five (5) business days following the first public announcement thereof. Each Lender, within the Major Transaction Conversion Exchange Period (as defined in the Convertible NotesExchange Note), in the exercise of its sole discretion, may deliver a notice to the Parent Borrower (the “Put Notice”), ) that either or both of the Parent Convertible Exchange Notes and Acquisition Notes shall be due and payable in cash (collectively, the “Major Transaction Payment”). If any of the Lenders deliver a Put Notice, then simultaneously with consummation of such Major Transaction, the Parent Borrower shall make such Major Transaction Payment to each such Lender. The Parent Borrower shall not consummate any Major Transaction without complying with the provisions of this Section 5.3.

Appears in 1 contract

Samples: Amended and Restated Facility Agreement (Pozen Inc /Nc)

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