PIPE Offering. The Purchaser understands and acknowledges that the Company shall, on or about [June 5, 2024], consummate the PIPE Offering.
PIPE Offering. Without limiting anything to the contrary contained herein, during the Interim Period, the Purchaser with the assistance of the Company, will use its commercially reasonable efforts to enter into Subscription Agreements with investors (the “PIPE Investors”) pursuant to which the PIPE Investors will agree to purchase from the Purchaser at the Closing securities of the Company, the securities to have such terms and conditions as shall be acceptable to the Purchaser subject to the approval of the Company, such approval not to be unreasonably withheld, delayed or conditioned, of up to $50,000,000 or such other amount as may be acceptable to the Purchaser. The Company shall, and shall cause its Representatives to, reasonably cooperate with the Purchaser in connection with such PIPE Offering (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser). In the event that all conditions in the Subscription Agreements have been satisfied, the Purchaser shall use its commercially reasonable efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms described therein, including using its commercially reasonable efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) the Purchaser the subscription amount under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms.
PIPE Offering. The Corporation intends to issue and sell additional shares of its common stock to retail accredited investors and institutional holders in one or more closings of a private placement to occur within sixty (60) days of the closing of the Merger (the “PIPE”); provided, however, that the Corporation shall not raise aggregate gross cash proceeds from the sale of such shares in the PIPE in excess of the difference between (i) $60,000,000 and (ii) the aggregate gross cash proceeds received by the Corporation from the issuance and sale of the Shares to the Investors pursuant to this Agreement without the prior written consent of the Majority Investors. The Corporation may engage additional advisors to assist as placement agents, brokers or finders in connection with the PIPE; provided, however, that any commission or fees payable by the Corporation to such advisors, when combined with commissions and fees payable to the Placement Agent in connection with the offer and sale of the Securities, the Merger and the PIPE, shall not exceed $3,600,000 in the aggregate.
PIPE Offering. Within six months of the date hereof, the Company intends to enter into a securities purchase agreement (the "PIPE Securities Purchase Agreement"), by and among the Company and the buyers listed on the schedule of buyers attached thereto (the "PIPE Buyers"), wherein the Company will agree, upon the terms and subject to the conditions of the PIPE Securities Purchase Agreement, to issue and sell to the PIPE Buyers (i) an aggregate of at least one million shares of Common Stock of the Company (the "PIPE Common Shares"), and (ii) warrants (the "PIPE Warrants" and collectively with the PIPE Securities Purchase Agreement, the "PIPE Documents"), which will be exercisable to purchase additional shares of Common Stock (as exercised, the "PIPE Warrant Shares") in accordance with the terms of the PIPE Warrants. The Company shall not issue such PIPE Common Shares or other private issuance for public equity of the Company or any warrants to purchase Common Stock of the Company in connection therewith, including PIPE Warrants except pursuant to PIPE Documents approved by the majority in Principal Amount of the Notes, which approval shall not be unreasonably withheld.
PIPE Offering. Notwithstanding any other provisions set forth in the Credit Agreement and the other Loan Documents, including without limitation, Sections 2.8(c) and 2.8(g) of the Credit Agreement, the Lenders hereby consent to the PIPE Offering (and the issuance of New Stock pursuant thereto) and the use of the proceeds therefrom (i) to consummate the Tesoro Acquisition, (ii) to repay in full, all Repaid New Tranche B Loans, and, at Borrower’s discretion, all or any portion of the Loans and/or Excluded New Tranche B Loans, provided that the proceeds, which are applied to the New Tranche B Loan and the Loans, are applied in accordance with Section 2.8(h) of the Credit Agreement and notice of repayment is provided in the manner set forth in Section 2.8(h)(iii) of the Credit Agreement, (iii) by Borrower for general corporate purposes and (iv) for capital contributions to HPE and its Subsidiaries (which are otherwise permitted under the Credit Agreement, as amended hereby).
PIPE Offering. The Company shall use its reasonable best efforts to effect a PIPE Offering as soon as practicable after the SEC Clearance Date.
PIPE Offering. Promptly following the Closing, Parent shall use its best efforts to conduct a private placement of Parent Common Stock, Parent Preferred Stock, or other security convertible into or exercisable for Parent Common Stock (the “PIPE Securities”) to raise up to $15,000,000 from Accredited Investors (the “PIPE Investors”), primarily for the following use of proceeds: purchase order fulfillment, product development, public company compliance, marketing and the Form S-1.
