Series D Financing Sample Clauses

Series D Financing. Each of the Company, the Founders Group and the Lender shall take all actions necessary to enter into the Series D Share Subscription Agreement, Shareholders’ Agreement and other ancillary transaction documents and use their best efforts to complete the Series D Financing.
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Series D Financing. At any time prior to the earlier of the consummation of the Qualified Financing and the Qualified IPO, the Company may, in its sole discretion, elect to pursue a Schering Investment by requiring Schering to purchase $10,000,000 in shares of a newly-created Series D-1 Preferred Stock of the Company (the "Series D-1 Preferred Stock") at a price per share equal to $1.88 (representing a fully diluted pre-money valuation of $100,000,000 as of the date hereof) on substantially the same terms and conditions set forth in the Series D Preferred Stock Purchase Agreement dated as of June 13, 2006 (the "Series D Purchase Agreement") between the Company and the Purchasers (as defined in the Series D Purchase Agreement) and the Transaction Agreements (as defined in the Series D Purchase Agreement). Notwithstanding the foregoing, until a Schering Investment is consummated, if the Company materially amends, modifies, or waives any material provision under the Series D Purchase Agreement or any of the Transaction Agreements in a manner that materially and adversely affects the holders of Series D Preferred Stock relative to the other series of existing Preferred Stock, the parties shall negotiate the terms of the Schering Investment in good faith consistent with the intent of this letter agreement such that the Series D-1 Preferred Stock issued to Schering would have economic rights consistent with the Series D Preferred Stock as it exists today. For the avoidance of doubt, if the events described in the preceding sentence occur, Schering's sole and exclusive obligation with respect to the Schering Investment pursuant to this Section 3 shall be to negotiate in good faith as set forth in the preceding sentence, but Schering shall have no obligation to pursue, execute or complete the Schering Investment pursuant to this Section 3 if the parties do not reach agreement on all of the terms of the Schering Investment. Notwithstanding anything to the contrary in this letter agreement, this letter agreement shall terminate upon the earliest of: (i) three (3) years from the effective date of the License Agreement, (ii) the date on which notice of termination of the License Agreement is delivered by either the Company or Schering, (iii) the consummation of a Change of Control (as defined below), (iv) any material breach of this letter agreement, upon the election of the non-breaching party if the breaching party fails to cure the breach within 15 days after having received written n...
Sample 1
Series D Financing. On November 4, 2011, the Company issued and sold shares of its Series D Preferred Stock to investors at a price per share equal to the Exercise Price. The Company has not issued any shares of its Series D Preferred Stock at a price less than the Exercise Price, and following November 4, 2011 and prior to the date hereof, the Company has not issued or sold any shares of its preferred stock or other securities that are convertible by their terms into shares of its preferred stock.
Sample 1
Series D Financing. As additional consideration for entering into this Agreement, the parties hereto agree that each of them will use its good faith efforts to take such other actions as necessary or appropriate to put Fatburger, Fog Cutter, the Sellers and the other stockholders of the Company in the same position they would have been in with respect to Fatburger had the transaction contemplated in the Term Sheet been consummated rather than the transactions contemplated herein. Those actions shall include negotiating and preparing the definitive documents containing the specific terms and conditions of the transactions summarized in the Term Sheet, selling the shares of Common Stock and Series A Preferred purchased from the Sellers under this Agreement to the Sellers for nominal consideration, retiring the Series A Preferred formerly owned by Burger Business, designating and issuing a new class of Series D Preferred, converting the shares of Series A Preferred formerly owned by the Sellers into Common Stock, obtaining any and all requisite third party consents, and closing the transactions contemplated in the Term Sheet by August 22, 2003, or such other time as mutually agreed upon by the parties. Nothing contained in this Agreement shall jeopardize, diminish or affect Fog Cutter’s right, title and interest in and to the Shares Fog Cutter is purchasing today pursuant to this Agreement. No party to this agreement, other than Fog Cutter, shall have any rights to any of the Shares unless and until it, he or she is granted those rights in a transaction to which Fog Cutter has consented in writing.
Sample 1

Related to Series D Financing

  • 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.

  • Equity Financing The Permitted Investors shall have made equity contributions to, or purchased for cash equity of, Holdings in an aggregate amount that, together with all roll-over equity, constitutes not less than 40% of the pro forma capitalization of Holdings and its subsidiaries on a consolidated basis (after giving effect to the Transactions but excluding any Loans made or Letters of Credit issued under the Revolving Facility).

  • 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.

  • 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.

  • Parent Financing (a) Parent shall use its reasonable best efforts to take, or cause to be taken, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing, including using reasonable best efforts to (A) comply with and maintain in full force and effect the Financing Commitments, (B) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.

  • 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.

  • PIPE Financing Parent has executed Subscription Agreements with the PIPE Investors for them to purchase the PIPE Shares for an aggregate investment equal to the PIPE Financing Amount. Each of the PIPE Investors has represented that it is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act). True and complete executed copies of each Subscription Agreement has been delivered to the Company on or prior to the date hereof. Each of the Subscription Agreements (a) have been duly authorized, executed and delivered by Parent, (b) are in full force and effect and have not been withdrawn, terminated or otherwise amended or modified (and no such withdrawal, termination, amendment or modification is contemplated by Parent) and (c) constitute a legal, valid and binding obligation of Parent, enforceable against Parent, and, to the knowledge of Parent, the other parties thereto, in accordance with their terms. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement or the purchase by such PIPE Investor of securities of Parent, that could affect the obligation of the PIPE Investors to acquire their portion of the PIPE Shares as set forth in the applicable Subscription Agreement, and, as of the date hereof, 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 Agreements not being satisfied, or the PIPE Investment 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 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 any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to acquire the PIPE Shares on the terms set forth therein. No fees, consideration (other than PIPE Shares) or other discounts are payable or have been agreed by Parent to any PIPE Investor in respect of its PIPE Shares to be acquired under its Subscription Agreement.

  • Subsequent Financings Notwithstanding anything contained herein, if at any time while this Note is outstanding the Company enters into any capital raising transaction, including without limitation an equity line transaction, a loan transaction or the sale of shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not permitted under the Transaction Documents (“Subsequent Financing”), then following the closing of each such Subsequent Financing the Holder in its sole and absolute discretion may compel the Company to redeem up to the entire outstanding balance of the Note from the gross proceeds therefrom (“Redemption Amount”), provided however (a) if the Holder is holding other convertible notes similar to this Note whether issued prior or after the Issue Date of this Note (collectively with this Note, the “Notes”), the Redemption Amount may be applied to redeem any or all of the Notes specified by the Holder, (b) the Holder shall be notified in writing of the closing of each such Subsequent Financing within one (1) day following such closing, and (c) the Holder may elect not to exercise its right to such redemption in whole or in part, in which case the Company may not redeem any Notes in connection with such Subsequent Financing to the extent so rejected (for clarification, if the holder elects to reject any redemption in any instance, such rejection shall not affect the Holder’s redemption rights hereunder in the future). Further, in the event that the Holder demands redemption of a portion or the full balance of the Note within the first six (6) months from Note’s Issue Date, such Redemption Amount shall subject to then then applicable Prepayment Factor, as defined in the Note shall be applied). To the extent the Company is obligated to redeem any portion of the Notes pursuant to this Section but fails to do so, such default shall constitute an Event of Default under all the Notes.

  • Convertible Debt On or prior to the Closing Date, the Company will cause to be cancelled all convertible debt in the Company. For a period of two years from the closing the Company will not issue any convertible debt below $0.90 per share.

  • Debt Financing (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

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