Series B Financing Sample Clauses

Series B Financing. The Company shall have completed the Series B Financing on terms and conditions satisfactory to Cryogen.
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Series B Financing. In addition to the obligation to pay Monthly Base Rent and Rent Adjustments when and as required herein, simultaneously with the closing of Tenant’s anticipated Series B Financing (or a similar equity or debt, to the extent convertible to equity, financing), Tenant shall provide Landlord, at no cost to Landlord, Series B Preferred Stock (or its equivalent) in an amount equal to $245,297.00.
Sample 1
Series B Financing. MPLC shall have received signed subscription documents, in forms reasonably acceptable to New Motion, for the purchase of 650 shares of Series B Preferred Stock, with $6,500,000, representing the aggregate purchase price of such shares of Series B Preferred Stock, having been fully funded into an escrow account established for the Series B Financing, and the release of such funds to MPLC being conditioned only upon the Closing and MPLC’s acceptance of such subscriptions simultaneous with the Closing.
Sample 1
Series B Financing. Licensee shall pay to Harvard [***] upon Licensee’s receipt of any amount of cash investment from any of its investors in connection with the issuance of Licensee’s Series B Preferred Stock. Each payment set forth in Section 4.3.2.1 (License Fee) and Section 4.3.2.2 (Series B Financing) above shall be payable only once.
Sample 1
Series B Financing. HealthDesk shall have raised not less than $300,000 through the issuance of additional Series B Preferred Stock or Common Stock.
Sample 1
Series B Financing. Upon each closing of the sale by Licensee (together with its Affiliates for purposes of this Section 4.3.2.2, including the calculation of sales by Licensee of shares of Series B Preferred Stock) of shares of Series B Preferred Stock, Licensee shall pay Harvard a milestone payment in an amount equal to $6 million multiplied by the product of the Valuation Factor multiplied by the Proceeds Factor, until such time as the aggregate payments under this Section 4.3.2.2 total $6 million. If prior to the payment by Licensee of an aggregate of $6 million to Harvard pursuant to this Section 4.3.2.2, a milestone payment becomes due under this Agreement for achievement by Licensee or any Affiliate or Sublicensee of Licensee of the milestone event described in the table above in Section 4.3.1 as “FSFD in Phase 3 Clinical Study” or a Win-State Payment becomes due under this Agreement, the unpaid balance of such $6 million shall be paid to Harvard on the date such milestone payment or Win-State Payment, as the case may be, is due. In no event shall Licensee be required to pay more than $6 million to Harvard pursuant to this Section 4.3.2.2.
Sample 1

Related to Series B Financing

  • Equity Financing If there is an Equity Financing before the expiration or termination of this instrument, the Company will automatically issue to the Investor a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. In connection with the issuance of Safe Preferred Stock by the Company to the Investor pursuant to this Section 1(a):

  • Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • PIPE Financing (a) Parent has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Parent with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide the PIPE Financing. To the knowledge of Parent (except as it relates to any PIPE Investor affiliated with the Sponsor), with respect to each PIPE Investor, each Subscription Agreement with such PIPE Investors is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription Agreement is a legal, valid and binding obligation of Parent and, to the knowledge of Parent (except as relates to any PIPE Investor affiliated with the Sponsor), each PIPE Investor that is party thereto, and none of the execution, delivery or performance of obligations under such Subscription Agreement by Parent or, to the knowledge of Parent (except as relates to any PIPE Investor affiliated with the Sponsor), such PIPE Investor, violates any applicable Laws. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor or Backstop Investor relating to any Subscription Agreement or the Backstop Subscription Agreement, respectively, that could affect the obligation of such PIPE Investors or Backstop Investor to contribute to Parent the applicable portion of the PIPE Financing Amount set forth in the Subscription Agreement of such PIPE Investors or the Backstop Tranche 2 Financing Amount set forth in the Backstop Subscription Agreement. As of the Signing Date, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreement not being satisfied, or the PIPE Financing Amount not being available to Parent, on the Closing Date and, as of the date hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in 66 any of the conditions set forth in the Backstop Subscription Agreement not being satisfied, or the Backstop Tranche 2 Financing Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement or the Backstop Subscription Agreement. As of the Signing Date, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement and, as of the date hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in the Backstop Subscription Agreement. The Subscription Agreements and the Backstop Subscription Agreement contain all of the conditions precedent (other than the conditions contained in the other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors and Backstop Investor to contribute to Parent the applicable portion of the PIPE Financing Amount set forth in the Subscription Agreements and the Backstop Tranche 2 Financing Amount set forth in the Backstop Subscription Agreement, respectively, each on the terms set forth therein.

  • Purchaser Financing Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.

  • Debt Financing Parent has delivered to the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporation.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Indebtedness and Preferred Equity The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

  • Other Financing Notwithstanding anything in this Agreement to the contrary, the Issuer and the Company may hereafter enter into agreements to provide for the financing or refinancing of costs of the Project or any portion thereof.

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