Examples of Deerfield Facility in a sentence
The terms of the warrants are reflective of the terms of the embedded conversion option features of the Deerfield Facility Agreement prior to the Exchange Agreement.
The Lender and the lender under the Deerfield Facility shall agree to negotiate in good faith an intercreditor agreement reflecting the principles set forth in the attachment to the Intercreditor Principles Agreement dated as of August 11, 2014, between the Lender and the lender under the Deerfield Facility.
Borrower may draw down on additional tranches of the Existing Deerfield Facility without any Lender consent, provided that such additional tranches are drawn to fund the remaining payments owed in respect of the acquisition of Fiagon AG Medical Technologies.
The Facility will contain only the following affirmative and negative covenants by the Borrower and the Guarantors (subject to customary exceptions, baskets and thresholds to be agreed and including, without limitation, any exceptions, baskets or carve-outs included in the Deerfield Facility): Affirmative covenants: existence; payment of taxes and claims; compliance with laws; use of proceeds; notices; additional collateral; and further assurances.
Amounts available under the Facility may be borrowed, repaid and reborrowed after the Closing Date (as defined below) until the Maturity Date (as defined below); provided that, no amounts under the Facility may be borrowed after the occurrence or during the continuance of an “Event of Default” under the Deerfield Facility that has resulted in the lender under the Deerfield Facility commencing enforcement proceedings with respect to its rights thereunder.
Guaranteed by Subsidiaries of the Borrower that are guarantors under the Existing Deerfield Facility.
Upon the occurrence of a Change of Control (to be defined consistent with the Deerfield Facility Agreement as amended in accordance with this Term Sheet), the Lenders shall have the right to either convert the Loans (as described below under “Conversion”) or require payment in full at par plus accrued and unpaid interest.
Incur, create, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereinafter acquired except for (a) Liens defined as “Permitted Liens” under the Deerfield Facility on the date hereof; and (b) Liens created pursuant to the Collateral Documents.
Section 4(b)(A) of the Employment Agreement is hereby amended by deleting the words “six (6) months” and replacing them with “twelve (12) months, or solely in the event Employee remains as the CEO following December 31, 2016 and the Company achieves certain performance criteria to be established by the Board in consultation with the Employee by the later of (i) September 30, 2015, and (ii) ten (10) days after the modification of the Deerfield Facility Agreement is finalized, eighteen (18) months”.
Includes (i) a change in control other than pursuant to the proposed transaction; (ii) payment default; (iii) cross-acceleration to the Deerfield Facility and other material indebtedness; and (iv) bankruptcy events of default.