PIPE Transaction. From the date of this Agreement until the earlier of the termination of this Agreement and the Closing Date, the Company shall use commercially reasonable efforts to deliver to the SPAC true, correct and complete copies of each fully executed PIPE Documents, in each case on terms reasonably acceptable to the Company and the SPAC (the “PIPE Investment”).
PIPE Transaction. The PIPE Transaction shall have been consummated in full, in accordance with the terms and conditions of the PIPE SPA, prior to or substantially concurrently with the funding of the Initial Term Loans and such consummation shall have occurred on or before July 7, 2020.
PIPE Transaction. The Agent shall have received satisfactory evidence that the PIPE Transaction shall have been consummated in accordance with the PIPE Agreements without any amendments, waivers or consents thereto that are materially adverse to the interests of the Lenders or the Agent without the prior written consent of the Lenders and the Agent. The Agent shall have received fully executed copies of the PIPE Agreement and all transaction documents related thereto, which shall be in form and substance satisfactory to the Agent.
PIPE Transaction. The Company hereby grants Purchaser the right, but not the obligation, to participate in up to a maximum of [__]% of the private offering of public equity of the Company to institutional investors pursuant to the terms of subscription agreements to be entered into among the subscribers and the Company, with a closing to occur substantially concurrently with the closing of the Business Combination (the “PIPE Transaction”); provided that the aggregate participation of the Subscribing Parties in the PIPE Transaction shall not exceed 30% of such transaction. Prior to the commencement of the PIPE Transaction, the Company shall deliver written notice (the “PIPE Notice”) to Purchaser specifying the expected amount of capital proposed to be raised in, and the material terms of, the PIPE Transaction, and following delivery of the PIPE Notice, the Company shall provide Purchaser with such information as Purchaser may reasonably request regarding the PIPE Transaction. Purchaser may indicate its interest in participating in the contemplated PIPE Transaction by delivering written notice of its interest (a “PIPE Purchaser Notice”) to the Company within ten (10) Business Days after receipt of the PIPE Notice (such period, the “PIPE Transaction Notice Period”). It shall be in the sole and absolute discretion of Purchaser whether to deliver a PIPE Purchaser Notice, and Purchaser is not be obligated to participate in the PIPE Transaction unless Purchaser delivers a PIPE Purchaser Notice by the end of the PIPE Transaction Notice Period. Following delivery of the PIPE Purchaser Notice, the Company and Purchaser shall negotiate the form of subscription agreement for institutional investors relating to the PIPE Transaction on terms and conditions customary for such transaction, including without limitation, representations and warranties of the Company and investors, registration rights, and closing conditions, provided that, without Purchaser’s consent, such agreement shall not include any third-party beneficiary rights on behalf of the target of the Business Combination and shall provide that the terms of such agreement for all participants in the PIPE Transaction contains terms no more favorable than Purchaser’s agreement and are acquiring the securities being offered thereunder at the same per share price as Purchaser. Neither the Sponsor nor the Company shall enter into any arrangement, agreement, side letter or other understanding containing terms relating to the PIPE Tra...
PIPE Transaction. The Borrower shall have provided documentation satisfactory to the Administrative Agent in its sole discretion that (i) all of the equity interests in the Borrower previously owned by Xxxxxx Xxxxxxxxx Capital Partners have been sold to other investors and (ii) the Borrower has filed a registration statement related to such resales by those other investors with the SEC, which registration statement has been declared effective and remains effective on the Signing Date.
PIPE Transaction. The closing of the PIPE Transaction shall have been consummated in accordance with its terms.
PIPE Transaction. On or before the Third Amendment Effective Date the Borrowers shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, true, correct and complete copies of the PIPE Securities Purchase Agreements. Without the prior written consent of the Administrative Agent, the Borrowers shall not amend or otherwise modify the PIPE Securities Purchase Agreements.
PIPE Transaction. Purchaser has delivered to Sellers a true, complete and correct copy of an executed non-binding letter of intent for a potential investment in the Purchaser at Closing and intends to seek additional commitments after the date hereof (collectively the “PIPE Documents”) for a private placement to be consummated simultaneously with the Closing (the “PIPE Investment”). Purchaser shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the PIPE Investment on the terms set forth in the PIPE Documents. Purchaser shall provide Seller with copies of all documents relating to the PIPE Investment once executed and shall give Seller prompt written notice upon becoming aware of (i) any breach or default, or any event or circumstance which, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default, by any party to any of such documents, (ii) any actual or potential failure to carry out any of the terms of any of such documents, (iii) any actual or threatened termination or repudiation of any of such documents by any party thereto, (iv) any material dispute or disagreement between or among any of the parties to any of such documents, or (v) the occurrence of an event or development that Purchaser reasonably expects to have a material and adverse impact on the ability of Purchaser to obtain all or any portion of the PIPE Investment.
PIPE Transaction. The parties agree to delete the CAPITAL INFUSION section of TABLE A of the March 1st Letter in its entirety and replace it with the following, which shall hereby become part of the Agreement; CAPITAL INFUSION 8.0% of money raised. (including common stock, preferred Warrant Portion: stock and Warrants to buy stock at the price such convertible debt) securities were sold to investors in an raised via a Private amount equal to 8.0% of the value of the Investment in Public Capital Infusion Transaction Equity ("PIPE") transaction 000 XXXXX XXXXXX - 00XX XXXXX - XXX XXXX, XX - 00000 PHONE: (000) 000-0000 - FAX: (000) 000-0000 MERGER OR ACQUISITION TRANSACTION The parties agree that if the Company enters into discussions regarding an M&A Transaction (as defined below) during the term of the Agreement and BPC provides advisory services to the Company at its request in connection with such M&A Transaction or has introduced such other party to the M&A Transaction to the Company, or enters into an M&A Transaction during the 12 months following the termination of the Agreement but was initiated during the term of this agreement, then the Company shall pay, or shall cause to be paid, to BPC upon the consummation of such M&A Transaction, a transaction fee (the "M&A Transaction Fee") payable in cash calculated according to the following amounts and percentages (Table B). TABLE B PERCENTAGE TO BE APPLIED TO PORTION OF CONSIDERATION IN CONSIDERATION (AS DEFINED BELOW) IN THE M&A TRANSACTION THE M&A TRANSACTION ------------------------------------------------------- ------------------------------ Aggregate Consideration 2.5% The M&A Transaction Fee and Capital Infusion Transaction Fee shall individually be referred to as a "Transaction Fee" and together the "Transaction Fees." Any M&A Transaction or Capital Infusion Transaction conducted by the Company shall be individually referred to as a Transaction. DEFINITIONS
PIPE Transaction. On or prior to the date hereof, Parent has delivered to the Company true, complete and correct copies of executed subscription agreements or securities purchase agreements from the investors party thereto, together with all exhibits (including documents attached as exhibits), schedules, annexes and other attachments thereto, and any related agreements (collectively, the “PIPE Documents”) pursuant to which such investors have committed to purchase securities of the Purchaser for an aggregate purchase price of at least $12,000,000 in a private placement or other financing to be consummated simultaneously with the Closing (the “PIPE Transaction”).
