PIPE Transaction Sample Clauses

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. 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 parties hereby acknowledge and agree that IPF intends to commit an aggregate of $25,000,000 into a PIPE transaction in connection with the Company’s initial business combination, provided, that (i) such commitment and purchase will be subject to diligence and approval of IPF’s investment committee prior to the closing of the Company’s initial business combination and (ii) the Company will have the right, in its sole discretion, to reduce the amount of or decline such investment. The parties further acknowledge and agree that the terms of such PIPE transaction will be negotiated with the applicable business combination target, and investors (including IPF) at the time a business combination agreement is signed.

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 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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. (i) If the Company closes a PIPE Transaction and the PIPE Offering Price is less than the Exercise Price in effect immediately prior to the closing of such PIPE Transaction, then the Exercise Price for the PIPE Warrant Shares, and only the PIPE Warrant Shares, shall be reduced, on a one-time basis, to equal such PIPE Offering Price; provided, however, that if (A) the PIPE Offered Security is or includes Convertible Stock and/or Warrants and (B) the Conversion/Strike Price thereof is both (1) less than the Exercise Price in effect immediately prior to the closing of the PIPE Transaction and (2) greater than the PIPE Offering Price, then the Exercise Price for the PIPE Warrant Shares shall instead be reduced to equal such Conversion/Strike Price. For the avoidance of any doubt whatsoever, the closing of a PIPE Transaction shall not result in any adjustment to the Exercise Price for any Warrant Shares other than the PIPE Warrant Shares nor shall it result in any further adjustment to the Exercise Price of the PIPE Warrant Shares after the first and only adjustment has been made in accordance with this Section 9(h). (ii) In addition to the definitions set forth in this Warrant, for purposes of this Section 9(h):

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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇ - ▇▇▇ ▇▇▇▇, ▇▇ - ▇▇▇▇▇ PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ - FAX: (▇▇▇) ▇▇▇-▇▇▇▇ 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