Prepayments of Certain Indebtedness. No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness for borrowed money with [*] prior to its scheduled due date (it being understood that unless an Event of Default has occurred or is continuing, a prepayment [*] prior to the scheduled date of payment (other than an acceleration payment, true up payment or payment on account of a breach or default) shall be permitted under this Section 6.17), other than (a) the Obligations, (b) Permitted Chinese Indebtedness, (c) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.9, (d) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Borrower, (e) issuance of Capital Stock (and cash in lieu of fractional shares in connection with such issuance) of the Borrower in connection with any conversion, exercise, repurchase, exchange, redemption, settlement or early termination or cancellation of Permitted Convertible Indebtedness, (f) the issuance of Permitted Convertible Indebtedness that constitutes Permitted Refinancing Indebtedness in exchange for other Permitted Convertible Indebtedness, (g) the redemption, purchase, exchange, early termination or cancellation of Permitted Convertible Indebtedness in an aggregate principal amount not to exceed the Net Proceeds received by the Borrower from the substantially concurrent issuance of additional Permitted Convertible Indebtedness or Capital Stock in connection with a refinancing of the Permitted Convertible Indebtedness being redeemed, purchased, exchanged, terminated or cancelled; provided that additional Permitted Convertible Indebtedness constitutes Permitted Refinancing Indebtedness, and (h) as permitted under the Senior Lender Intercreditor Agreement or the applicable subordination agreement governing any subordinated Indebtedness.
Appears in 1 contract
Samples: Financing Agreement (Fibrogen Inc)
Prepayments of Certain Indebtedness. No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness for borrowed money with an aggregate principal amount outstanding of $[***] prior to its scheduled due date (it being understood that unless an Event of Default has occurred or is continuing, a prepayment [*] prior to the scheduled date of payment (other than an acceleration payment, true up payment or payment on account of a breach or default) shall be permitted under this Section 6.17)date, other than (a) the Obligations, (b) Permitted Chinese Indebtedness[reserved], (c) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.9, (d) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Borrower, (e) issuance of Capital Stock (and cash in lieu of fractional shares in connection with such issuance) of the Borrower in connection with any conversion, exercise, repurchase, exchange, redemption, settlement or early termination or cancellation of Permitted Convertible Indebtedness, (f) the issuance of Permitted Convertible Indebtedness that constitutes Permitted Refinancing Indebtedness in exchange for other Permitted Convertible Indebtedness, (g) the redemption, purchase, exchange, early termination or cancellation of Permitted Convertible Indebtedness in an aggregate principal amount not to exceed the Net Proceeds received by the Borrower from the substantially concurrent issuance of additional Permitted Convertible Indebtedness or Capital Stock in connection with a refinancing of the Permitted Convertible Indebtedness being redeemed, purchased, exchanged, terminated or cancelled; provided that additional Permitted Convertible Indebtedness constitutes Permitted Refinancing Indebtedness, and (h) as permitted under the Senior Lender Intercreditor Agreement or the applicable subordination agreement governing any subordinated Indebtedness.
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Prepayments of Certain Indebtedness. No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness for borrowed money with [*] prior to its scheduled due date (it being understood that unless an Event of Default has occurred or is continuing, a prepayment [*] prior to the scheduled date of payment (other than an acceleration payment, true up payment or payment on account of a breach or default) shall be permitted under this Section 6.17)maturity, other than (a) the Obligations, (b) Permitted Chinese to the extent constituting Indebtedness, amounts prepayable under the RPI Preferred Equity, (c) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.96.9(b), (d) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Borrowerthe Company, (e) issuance of Capital Stock Indebtedness permitted by clauses (c), (d), (e), (h), (j), (l), (n), (q) and cash in lieu of fractional shares in connection with such issuance(r) of the Borrower definition of Permitted Indebtedness, or (f) solely with the proceeds of any Permitted Refinancing of such specific Indebtedness being prepaid as permitted hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 6.17 shall not prohibit the conversion by holders of (excluding any cash payment upon conversion), or required payment of any CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION interest with respect to, any Permitted Convertible Indebtedness, in connection each case, in accordance with any conversionthe terms of the indenture governing such Permitted Convertible Indebtedness. Notwithstanding the foregoing, exercise, the Company may repurchase, exchangeexchange or induce the conversion of Permitted Convertible Indebtedness by delivery of shares of the Company’s Common Stock and/or other Qualified Capital Stock and/or a different series of Permitted Convertible Indebtedness (which series matures no earlier than, redemptionand does not require any scheduled amortization or other scheduled payments of principal prior to, settlement the analogous date under the indenture governing the Permitted Convertible Debt that are so repurchased, exchanged or early termination or cancellation converted) (any such series of Permitted Convertible Indebtedness, “Refinancing Convertible Indebtedness”) and/or by payment of cash (fx) the issuance in lieu of any fractional shares, (y) in respect of accrued and unpaid interest of such Permitted Convertible Indebtedness that constitutes Permitted Refinancing Indebtedness in exchange for other Permitted Convertible Indebtedness, and (gz) the redemption, purchase, exchange, early termination or cancellation of Permitted Convertible Indebtedness additional cash in an aggregate principal amount that does not to exceed the Net Proceeds proceeds received by the Borrower Company from the substantially concurrent issuance of additional Permitted Convertible Indebtedness or Capital Stock in connection with a refinancing shares of the Permitted Company’s Common Stock and/or a Refinancing Convertible Indebtedness being redeemed, purchased, exchanged, terminated or cancelled; provided that additional Permitted Convertible Indebtedness constitutes Permitted Refinancing Indebtedness, and (h) as permitted under the Senior Lender Intercreditor Agreement or the applicable subordination agreement governing any subordinated Indebtedness.
Appears in 1 contract
Samples: Financing Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Prepayments of Certain Indebtedness. No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness for borrowed money with [*] prior to its scheduled due date (it being understood that unless an Event of Default has occurred or is continuing, a prepayment [*] prior to the scheduled date of payment (other than an acceleration payment, true up payment or payment on account of a breach or default) shall be permitted under this Section 6.17)maturity, other than (a) the Obligations, (b) Permitted Chinese Indebtedness[reserved], (c) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.96.9(b), (d) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of the Borrower, (e) issuance of Capital Stock Indebtedness permitted by clauses (b), (c), (d), (e), (h), (j), (l), (q), (r) and cash in lieu of fractional shares in connection with such issuance(s) of the definition of Permitted Indebtedness, (f) in an amount not to exceed the Available Investment Amount, so long as (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Borrower and its Subsidiaries shall be in connection compliance, on a pro forma basis, with the Permitted Transaction Qualified Cash Requirement after giving effect thereto, (g) Restricted Junior Payments permitted under Section 6.5, (h) the payment of customary fees, regularly scheduled interest and reimbursement of fees and expenses in accordance with the documentation for any Permitted Indebtedness, and (i) solely with the proceeds of any Permitted Refinancing Indebtedness of such specific Indebtedness being prepaid as permitted hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 6.17 shall not prohibit the conversion by holders of (excluding any cash payment upon conversion, exerciseexcept to the extent expressly permitted pursuant to the immediately succeeding paragraph), or required payment of any interest with respect to, any Permitted Convertible Indebtedness, in each case, in accordance with the terms of the indenture governing such Permitted Convertible Indebtedness. Notwithstanding the foregoing, the Borrower may (i) repurchase, exchangeexchange or induce the conversion of Permitted Convertible Indebtedness by delivery of shares of the Borrower’s Common Stock and/or other Qualified Capital Stock and/or a different series of Permitted Convertible Indebtedness (which series matures no earlier than, redemptionand does not require any scheduled amortization or other scheduled payments of principal prior to, settlement the analogous date under the indenture governing the Permitted Convertible Indebtedness that are so repurchased, exchanged or early termination or cancellation converted) (any such series of Permitted Convertible Indebtedness, “Refinancing Convertible Indebtedness”) and/or by payment of cash (fx) the issuance in lieu of any fractional shares, (y) in respect of accrued and unpaid interest of such Permitted Convertible Indebtedness that constitutes Permitted Refinancing Indebtedness in exchange for other Permitted Convertible Indebtedness, and (gz) the redemption, purchase, exchange, early termination or cancellation of Permitted Convertible Indebtedness in an aggregate principal amount that does not to exceed the Net Proceeds received by the Borrower from the substantially concurrent issuance of additional shares of the Borrower’s Common Stock (to the extent included in the Available Investment Amount) and/or a Refinancing Convertible Indebtedness and (ii) redeem or repurchase (in part or in full) in cash any Permitted Convertible Indebtedness prior to the stated maturity thereof (including via open-market repurchases) or Capital Stock upon the conversion thereof, so long as (x) such purchases are at a cash purchase price not in connection with a refinancing excess of the principal amount of such Permitted Convertible Indebtedness being redeemedplus accrued and unpaid interest or, purchasedin the case of conversion, exchanged, terminated or cancelled; provided that additional settlement consideration consisting of cash does not exceed the principal amount of Permitted Convertible Indebtedness constitutes Permitted Refinancing Indebtednessso converted, (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (hz) as permitted under on a pro forma basis after giving effect to such Restricted Junior Payment, the Senior Lender Intercreditor Agreement or Loan Parties shall have Qualified Cash not less than an amount equal to [***]% of the applicable subordination agreement governing any subordinated Indebtednessoutstanding principal amount of the Term Loans at such time.
Appears in 1 contract
Prepayments of Certain Indebtedness. No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness for borrowed money with [*] prior to its scheduled due date (it being understood that unless an Event of Default has occurred or is continuing, a prepayment [*] prior to the scheduled date of payment (other than an acceleration payment, true up payment or payment on account of a breach or default) shall be permitted under this Section 6.17)maturity, other than (a) the Obligations, (b) Permitted Chinese Indebtedness[reserved], (c) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.96.9(b), (d) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of the Borrower, (e) issuance of Capital Stock Indebtedness permitted by clauses (b), (c), (d), (e), (h), (j), (l), (q), (r) and cash in lieu of fractional shares in connection with such issuance(s) of the definition of Permitted Indebtedness, (f) in an amount not to exceed the Available Investment Amount, so long as (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Borrower and its Subsidiaries shall be in connection compliance, on a pro forma basis, with the Permitted Transaction Qualified Cash Requirement after giving effect thereto, (g) Restricted Junior Payments permitted under Section 6.5, (h) the payment of customary fees, regularly scheduled interest and reimbursement of fees and expenses in accordance with the documentation for any Permitted Indebtedness, and (i) solely with the proceeds of any Permitted Refinancing Indebtedness of such specific Indebtedness being prepaid as permitted hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 6.17 shall not prohibit the conversion by holders of (excluding any cash payment upon conversion, exerciseexcept to the extent expressly permitted pursuant to the immediately succeeding paragraph), or required payment of any interest with respect to, any Permitted Convertible Indebtedness, in each case, in accordance with the terms of the indenture governing such Permitted Convertible Indebtedness. Notwithstanding the foregoing, the Borrower may (i) repurchase, exchangeexchange or induce the conversion of Permitted Convertible Indebtedness by delivery of shares of the Borrower’s Common Stock and/or other Qualified Capital Stock and/or a different series of Permitted Convertible Indebtedness (which series matures no earlier than, redemptionand does not require any scheduled amortization or other scheduled payments of principal prior to, settlement the analogous date under the indenture governing the Permitted Convertible Indebtedness that are so repurchased, exchanged or early termination or cancellation converted) (any such series of Permitted Convertible Indebtedness, “Refinancing Convertible Indebtedness”) and/or by payment of cash (fx) the issuance in lieu of any fractional shares, (y) in respect of accrued and unpaid interest of such Permitted Convertible Indebtedness that constitutes Permitted Refinancing Indebtedness in exchange for other Permitted Convertible Indebtedness, and (gz) the redemption, purchase, exchange, early termination or cancellation of Permitted Convertible Indebtedness in an aggregate principal amount that does not to exceed the Net Proceeds received by the Borrower from the substantially concurrent issuance of additional shares of the Borrower’s Common Stock (to the extent included in the Available Investment Amount) and/or a Refinancing Convertible Indebtedness and (ii) redeem or repurchase (in part or in full) in cash any Permitted Convertible Indebtedness prior to the stated maturity thereof (including via | open-market repurchases) or Capital Stock upon the conversion thereof, so long as (x) such purchases are at a cash purchase price not in connection with a refinancing excess of the principal amount of such Permitted Convertible Indebtedness being redeemedplus accrued and unpaid interest or, purchasedin the case of conversion, exchanged, terminated or cancelled; provided that additional settlement consideration consisting of cash does not exceed the principal amount of Permitted Convertible Indebtedness constitutes Permitted Refinancing Indebtednessso converted, (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (hz) as permitted under on a pro forma basis after giving effect to such Restricted Junior Payment, the Senior Lender Intercreditor Agreement or Loan Parties shall have Qualified Cash not less than an amount equal to [***]% of the applicable subordination agreement governing any subordinated Indebtednessoutstanding principal amount of the Term Loans at such time.
Appears in 1 contract
Prepayments of Certain Indebtedness. No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness for borrowed money with an aggregate principal amount outstanding that is in excess of $[**] prior to its scheduled due date (it being understood that unless an Event of Default has occurred or is continuing, a prepayment [*] prior to the scheduled date of payment (other than an acceleration payment, true up payment or payment on account of a breach or default) shall be permitted under this Section 6.17)maturity, other than (a) the Obligations, (b) Permitted Chinese IndebtednessPriority Indebtedness and any Permitted Refinancing Indebtedness in respct thereof, (c) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.9, (de) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Borrower, (ef) issuance of Capital Stock (and cash in lieu of fractional shares in connection with such issuance) of the Borrower in connection with any conversion, exercise, repurchase, exchange, redemption, settlement or early termination or cancellation of Permitted Convertible Indebtedness, (fg) the issuance of Permitted Convertible Indebtedness that constitutes Permitted Refinancing Indebtedness in exchange for other Permitted Convertible Indebtedness, (gh) the redemption, purchase, exchange, early termination or cancellation of Permitted Convertible Indebtedness in an aggregate principal amount not to exceed the Net Proceeds net Cash proceeds received by the Borrower from the substantially concurrent issuance of additional Permitted Convertible Indebtedness or Capital Stock in connection with a refinancing of the Permitted Convertible Indebtedness being redeemed, purchased, exchanged, terminated or cancelled; provided that additional Permitted Convertible Indebtedness constitutes Permitted Refinancing Indebtedness, and (hi) as permitted under the Senior Lender Intercreditor Agreement or the applicable subordination agreement governing any subordinated Indebtedness.
Appears in 1 contract
Samples: Financing Agreement (Apellis Pharmaceuticals, Inc.)
Prepayments of Certain Indebtedness. No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness for borrowed money with [*] prior to its scheduled due date (it being understood that unless an Event of Default has occurred or is continuing, a prepayment [*] prior to the scheduled date of payment (other than an acceleration payment, true up payment or payment on account of a breach or default) shall be permitted under this Section 6.17)maturity, other than (a) the Obligations, (b) Permitted Chinese to the extent constituting Indebtedness, amounts prepayable under the RPI Preferred Equity, (c) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.96.9(b), (d) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Borrowerthe Company, (e) issuance of Capital Stock Indebtedness permitted by clauses (c), (d), (e), (h), (j), (l), (n), (q) and cash in lieu of fractional shares in connection with such issuance(r) of the Borrower definition of Permitted Indebtedness, or (f) solely with the proceeds of any Permitted Refinancing of such specific Indebtedness being prepaid as permitted hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 6.17 shall not prohibit the conversion by holders of (excluding any cash payment upon conversion), or required payment of any interest with respect to, any Permitted Convertible Indebtedness, in connection each case, in accordance with any conversionthe terms of the indenture governing such Permitted Convertible Indebtedness. Notwithstanding the foregoing, exercise, the Company may repurchase, exchangeexchange or induce the conversion of Permitted Convertible Indebtedness by delivery of shares of the Company’s Common Stock and/or other Qualified Capital Stock and/or a different series of Permitted Convertible Indebtedness (which series matures no earlier than, redemptionand does not require any scheduled amortization or other scheduled payments of principal prior to, settlement the analogous date under the indenture governing the Permitted Convertible Debt that are so repurchased, exchanged or early termination or cancellation converted) (any such series of Permitted Convertible Indebtedness, “Refinancing Convertible Indebtedness”) and/or by payment of cash (fx) the issuance in lieu of any fractional shares, (y) in respect of accrued and unpaid interest of such Permitted Convertible Indebtedness that constitutes Permitted Refinancing Indebtedness in exchange for other Permitted Convertible Indebtedness, and (gz) the redemption, purchase, exchange, early termination or cancellation of Permitted Convertible Indebtedness additional cash in an aggregate principal amount that does not to exceed the Net Proceeds proceeds received by the Borrower Company from the substantially concurrent issuance of additional Permitted Convertible Indebtedness or Capital Stock in connection with a refinancing shares of the Permitted Company’s Common Stock and/or a Refinancing Convertible Indebtedness being redeemed, purchased, exchanged, terminated or cancelled; provided that additional Permitted Convertible Indebtedness constitutes Permitted Refinancing Indebtedness, and (h) as permitted under the Senior Lender Intercreditor Agreement or the applicable subordination agreement governing any subordinated Indebtedness.
Appears in 1 contract
Samples: Financing Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Prepayments of Certain Indebtedness. No Loan Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness for borrowed money with [*] prior to its scheduled due date (it being understood that unless an Event of Default has occurred or is continuing, a prepayment [*] prior to the scheduled date of payment (other than an acceleration payment, true up payment or payment on account of a breach or default) shall be permitted under this Section 6.17)maturity, other than (a) the Obligations, (b) Permitted Chinese to the extent constituting Indebtedness, amounts prepayable under the RPI Preferred Equity, (c) Indebtedness secured by a Permitted Lien if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.96.9(b), (d) converting (or exchanging) any Indebtedness to (or for) Qualified Capital Stock of Borrowerthe Company, (e) issuance of Capital Stock Indebtedness permitted by clauses (c), (d), (e), (h), (j), (l), (n), (q) and cash in lieu of fractional shares in connection with such issuance(r) of the Borrower definition of Permitted Indebtedness, or (f) solely with the proceeds of any Permitted Refinancing of such specific Indebtedness being prepaid as permitted hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 6.17 shall not prohibit the conversion by holders of (excluding any cash payment upon conversion), or required payment of any interest with respect to, any Permitted Convertible Indebtedness, in connection each case, in accordance with any conversionthe terms of the indenture governing such Permitted Convertible Indebtedness. Notwithstanding the foregoing, exercise, the Company may repurchase, exchangeexchange or induce the conversion of Permitted Convertible Indebtedness by delivery of shares of the Company’s Common Stock and/or other Qualified Capital Stock and/or a different series of Permitted Convertible Indebtedness (which series matures no earlier than, redemptionand does not require any scheduled amortization or other scheduled payments of principal prior to, settlement the analogous date under the indenture governing the Permitted Convertible Debt that are so repurchased, exchanged or early termination or cancellation converted) (any such series of Permitted Convertible Indebtedness, “Refinancing Convertible Indebtedness”) and/or by payment of cash (fx) the issuance in lieu of any fractional shares, (y) in respect of accrued and unpaid interest of such Permitted Convertible Indebtedness that constitutes Permitted Refinancing Indebtedness in exchange for other Permitted Convertible Indebtedness, and (gz) the redemption, purchase, exchange, early termination or cancellation of Permitted Convertible Indebtedness additional cash in an aggregate principal amount that does not to exceed the Net Proceeds proceeds received by the Borrower Company from the substantially concurrent issuance of additional Permitted Convertible Indebtedness or Capital Stock in connection with a refinancing shares of the Permitted Company’s Common Stock and/or a Refinancing Convertible Indebtedness being redeemedIndebtedness. - 100 - US-DOCS\116826573.25 cp. Anti-Terrorism Laws . None of the Loan Parties, purchased, exchanged, terminated nor any of their Affiliates or cancelled; provided that additional Permitted Convertible Indebtedness constitutes Permitted Refinancing Indebtedness, and (h) as permitted under the Senior Lender Intercreditor Agreement or the applicable subordination agreement governing any subordinated Indebtedness.agents shall:
Appears in 1 contract
Samples: Financing Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
