Capital Raise has the meaning used in that certain agreement and plan of merger dated December 22, 2010 (as amended) by and among Borrower, a wholly-owned subsidiary of Borrower, and Pathfinder, LLC, a Massachusetts limited liability company, pursuant to which Borrower acquired Pathfinder, LLC in a merger transaction, the initial closing of which Capital Raise occurred in September 2011 immediately after the merger. As a condition to any such conversion, Payee shall execute and deliver to Borrower such agreements and documentation as Borrower requires of other investors in the Capital Raise. The Borrower shall have the right to prepay, at any time, all or any portion of the principal indebtedness evidenced by this Note, together with any accrued interest. No failure by the holder of this Note to exercise, and no delay in exercising, any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by such holder of any right or power preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the holder hereof as herein specified are cumulative and not exclusive of any other rights or remedies which such holder may otherwise have. The undersigned agrees to pay all costs and expenses incurred by the holder hereof in enforcing this Note, including, without limitation, reasonable attorneys’ fees and disbursements. Every maker, endorser and guarantor of this Note hereby waives presentment, demand and protest, and consents to any and all extensions and other indulgences granted by the holder hereof and agrees that no such extensions or other indulgences granted by the holder, and no discharge or release of any other party primarily or secondarily liable on this Note, or of any collateral securing this Note, shall operate to discharge the indebtedness evidenced by this Note. If this Note is signed by more than one person, all references to the Borrower shall apply to each of them and their liabilities hereunder shall be joint and several. Any notice of non-payment shall be deemed given when delivered in hand or when mailed, postage prepaid, by certified or registered mail, return receipt requested to the Borrower at 00 Xxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 or sent thereto by Federal Express or comparable overnight courier. This Note shall be governed and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein (e...
Capital Raise shall have the meaning set forth in subsection 2.4.
Capital Raise means either (i) an equity or preferred equity capital raise by Cascade Bancorp of not less than One Hundred Fifty Million Dollars ($150,000,000.00) or (ii) an equity or preferred equity capital raise by Cascade Bancorp of less than One Hundred Fifty Million Dollars ($150,000,000.00) for which Regulatory Approval [Capital Raise Reduction] is received.
Examples of Capital Raise in a sentence
The Company acknowledges that Rothschild & Co may at its option and expense, after public announcement of a Transaction or New Capital Raise, place announcements and advertisements or otherwise publicize the Transaction or New Capital Raise in such financial and other newspapers and journals as it may choose, stating that Rothschild & Co acted as financial advisor to the Company in connection with such transaction.
In connection with a Transaction or New Capital Raise that is not publicly disclosed, the form of each of the foregoing items shall be subject to the Company’s review and consent (to be given once for each such form of item or substantially similar forms of item), which consent shall not be unreasonably withheld.
The Term Loan and a portion of the proceeds from the Capital Raise will be used to repay the Group’s existing indebtedness.
This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of the State of New York; provided that after Initial Capital Raise the substantive and procedural laws of the State of California shall apply.
Accrued but unpaid Salary shall be paid immediately upon the Completed Capital Raise.
More Definitions of Capital Raise
Capital Raise has the meaning set out in Recital (D);
Capital Raise means the issuance by the Company of Common Stock or other Equity Securities of the Company in a private placement or similar transaction pursuant to which the Company raises additional capital. For the avoidance of doubt, a “Capital Raise” shall not include (a) the issuance of Common Stock and Non-Voting Common Stock to the Biotest Stockholder, and the payment by the Biotest Stockholder therefor, at the Closing (as defined in the Master Purchase and Sale Agreement), (b) options to purchase Common Stock or restricted stock which may be issued pursuant to a Stock Option Plan, (c) a subdivision of the outstanding shares of Common Stock into a larger number of shares of Common Stock, (d) Equity Securities of the Company issued upon exercise, conversion or exchange of any Equity Rights of the Company issued (i) prior to the date of this Agreement, (ii) in accordance with the terms of a Stock Option Plan or (iii) in accordance with the terms of this Agreement, (e) Equity Securities of the Company issued in consideration of an acquisition, joint venture, partnership, strategic alliance or other similar transaction (whether pursuant to a stock purchase, asset purchase, merger, joint venture agreement, partnership agreement or other similar agreement or otherwise), approved in writing by the Board of Directors in accordance with the terms of this Agreement, (f) issuances to commercial banks, lessors and licensors in non-equity financing transactions (provided that the foregoing will not include any issuances to private equity or venture capital firms or any private equity division of any investment bank or commercial bank) not exceeding more than five percent (5%) in the aggregate of the outstanding Common Stock on a fully diluted basis in transactions approved in writing by the Board of Directors, or (g) issuances to the public pursuant to an effective registration statement of the Company under the Securities Act.
Capital Raise shall have the meaning assigned to such term in Section 2.1(c).
Capital Raise means any (a) Debt Offering or (b) issuance of any Equity Interests or equity-linked securities in a capital raising transaction (in any event under this clause (b) not including any such issuances pursuant to (i) bond hedging programs, (ii) employee stock plans, dividend reinvestment or other benefit or employee incentive arrangements, (iii) grants to employees, officers or directors in the ordinary course of business, (iv) director’s or officer’s qualifying shares and/or other nominal amounts required to be held by Holdings or any of its Subsidiaries under applicable law or pursuant to a policy of Holdings or any of its Subsidiaries, (v) customer stock ownership plans and (vi) issuances among members of the Group), in each case of clause (a) and (b), by Holdings, the Company or any other member of the Group.”
Capital Raise means the Placing, Subscription and the Open Offer, taken together;
Capital Raise means the sale of new equity interests of the Company or the issue of a convertible subordinated note with specified terms and conditions and that is reasonably satisfactory to the Agent. The Capital Raise associated with the Third Forbearance can be achieved in whole or in part by means of the settlement with or direct payment to the Company of proceeds from the judgment against XAC Automation described below in Item 8.01 under “XAC Judgment”.
Capital Raise has the meaning set forth in Clause 5.2.