Bona Fide Financing definition

Bona Fide Financing means indebtedness for borrowed money incurred by the Purchaser, either of the Sellers or their respective Affiliates with a bona fide third party that is negotiated at an arms’-length basis, including in the form of repurchase transactions, and which may or may not be secured, that does not result in such third party taking direct or indirect equity risk in respect of the Shares or the interests in the TEO Companies represented thereby and that does not involve the transfer, directly or indirectly, of Financing Proceeds to the Purchaser or its Affiliates (in the context of a restriction on the Purchaser) or to the Sellers or their Affiliates (in the context of a restriction on the Sellers), in excess of the Floor Amount (or the applicable pro rata portion thereof). A “Bona Fide Financing” shall not include an equity swap, collar, forward, option or any combination of the foregoing (except those embedded in indebtedness for borrowed money or repurchase transactions).
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Bona Fide Financing means a bona fide transaction or series of related transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells securities of the Company, including convertible securities.
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Bona Fide Financing means the first sale and issuance by the Corporation after the date of the last issuance of the Series E Preferred Stock, of shares of its capital stock, or of instruments or securities convertible into or exercisable or exchangeable for shares of its capital stock with gross proceeds of at least ten million ($10,000,000) that includes one or more independent, non-strategic third party investors for cash for bona fide financing purposes; provided that “Bona Fide Financing” shall not include any single transaction or series of related transactions led by a strategic investor, as determined by the holders of two-thirds (2/3) of the Series E Preferred Stock in their reasonable discretion, regardless of the amount of securities issued to such strategic investor in such transaction or transactions, as applicable.
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Examples of Bona Fide Financing in a sentence

  • Any references to direct or indirect ownership of Company Shares shall include any Company Shares subject to a Bona Fide Financing, (whether or not legal title to such Company Shares is transferred to a Bona Fide Third Party prior to such release) insofar as the Bona Fide Third Party shall not have become released by the terms of such Bona Fide Financing from its obligation to re-Transfer all Company Shares subject to such Bona Fide Financing to the Shareholder.

  • Further, no later than on the fifth Business Day following the entering into of a Bona Fide Financing, each Shareholder agrees to submit to the other Shareholders a certificate setting forth the name of the Bona Fide Third Party involved, the term of such Bona Fide Financing, the class and number of Company Shares involved, and a confirmation to the other Shareholders that the documentation for the financing contains the agreements in clauses (x) and (y) of the definition of Bona Fide Financing.


More Definitions of Bona Fide Financing

Bona Fide Financing means a public or private offering of its equity securities or an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933 in which no Person or group acquires equity securities that results in such Person beneficially owning [***] of the outstanding capital stock or voting power of Perspective following such transaction.
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Bona Fide Financing has the meaning set forth in Section 8.8(d).
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Bona Fide Financing means indebtedness for borrowed money incurred by the Purchaser or its Affiliates with a bona fide third party that is negotiated at an arms’-length basis, including in the form of repurchase transactions, and which may or may not be secured, that does not result in such third party taking direct or indirect equity risk in respect of the Shares or the interests in the TEO Companies represented thereby or that does not involve the transfer, directly or indirectly, of Financing Proceeds to the Purchaser or its Affiliates in excess of the Floor Amount (or the applicable pro rata portion thereof). A “Bona Fide Financing” shall not include an equity swap, collar, forward, option or any combination of the foregoing (except those embedded in indebtedness for borrowed money or repurchase transactions).
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Bona Fide Financing means a public or private offering of its equity securities or an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933 in which no Person or group acquires equity securities that results in such Person beneficially owning 20% or more of the outstanding capital stock or voting power of Perspective following such transaction.
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Related to Bona Fide Financing

  • PIPE Financing has the meaning set forth in the recitals to this Agreement.

  • Bridge Financing means interim financing to cover Eligible Project Costs until DWSRF financing for the project is received from the State Water Board.

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • Bona fide means a licensed fishing boat marked with its licensed fishing boat number, with a fishing crew who hold commercial fishing licences;

  • Co-financing means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Project by the Co-financier. If the Loan Agreement specifies more than one such financing, “Co-financing” refers separately to each of such financings.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Bona Fide Debt Fund means any fund or investment vehicle that is primarily engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and other similar extensions of credit in the ordinary course.

  • Permitted Financing means (i) the Company’s issuance of Common Stock and warrants therefore in connection with a merger and/or acquisition or consolidation, (ii) the issuance of shares of Common Stock or warrants therefore in connection with strategic license agreements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans as they now exist, and (iv) the issuance of Common Stock upon the exercise or conversion of any securities outstanding on the date hereof.

  • Existing Financing means the financing arrangements that provided for a security interest granted by Company in the Aircraft and that were outstanding on August 3, 2020.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith in consultation with the Administrative Agent) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).

  • Bona fide purchaser means a person who in good faith makes a purchase without notice of any outstanding rights of others.

  • Real estate-related financial transaction means any transaction involving:

  • Additional Financing has the meaning set forth in Section 16.3(a).

  • Project Financing means: (a) one or more loans, leases, equity and/or debt financings, together with all modifications, renewals, supplements, substitutions and replacements thereof, the proceeds of which are used to finance or refinance the costs of the Customer Facility, any alteration, expansion or improvement to the Customer Facility, the purchase and sale of the Customer Facility or the operation of the Customer Facility; (b) a power purchase agreement pursuant to which Interconnection Customer’s obligations are secured by a mortgage or other lien on the Customer Facility; or (c) loans and/or debt issues secured by the Customer Facility.

  • New Financing has the meaning specified in Section 2.04(a).

  • Financing Event means the earlier of (i) a public offering by the Company of its Common Stock with aggregate gross proceeds of at least $5 million; or (ii) the listing of the Company’s Common Stock on a National Securities Exchange, as such term is defined under the Exchange Act.

  • Other Financing shall have the meaning assigned to such term in Section 5.6(ii) hereof.

  • Financial Closure or Project Financing Arrangements means the agreements pursuant to which the SPG has sought financing for the Power Project including the loan agreements, security documents, notes, indentures, security agreements, letters of credit and other documents, as may be amended, modified, or replaced from time to time, but without in anyway increasing the liabilities of JDVVNL.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Advance Financing Person As defined in Section 3.25(a).

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Qualified Financing is a transaction or series of transactions pursuant to which the Company issues and sells shares of its capital stock for aggregate gross proceeds of at least $5,000,000 (excluding all proceeds from the incurrence of indebtedness that is converted into such capital stock, or otherwise cancelled in consideration for the issuance of such capital stock) with the principal purpose of raising capital.

  • Exit Financing means the financing under the Exit Facility.

  • Special Purpose Financing Undertakings means representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Company or any of its Restricted Subsidiaries that the Company determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes or (ii) Hedging Obligations, or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Company or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Company or a Restricted Subsidiary that is not a Special Purpose Subsidiary.

  • Special Purpose Financing means any financing or refinancing of assets consisting of or including Receivables of the Company or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition.