Examples of Deerfield Funds in a sentence
On November 21, 2019 (as amended on December 20, 2019), Holdings entered into a Second Amended and Restated LLC Agreement and entered into a Series B Bridge Unit Purchase Agreement with the Deerfield Funds and certain other purchasers to sell up to 2,004 Series B convertible preferred units (“Series B Bridge Units”) at a purchase price of $5,000.00 per unit for gross proceeds of up to $10.0 million.
Melinta and the Purchaser anticipate that Melinta’s available cash, together with any amounts loaned by the Deerfield Funds to Melinta, will be sufficient to pay the Offer Price for all Shares tendered in the Offer, the consideration in connection with the Merger and all related fees and expenses.
The Company also acknowledges that neither Deerfield nor any of its affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to the Company, confidential information obtained by Deerfield or the Deerfield Funds from other companies.
The underwriters exercised the over-allotment option in full on March 13, 2020.The underwriters did not receive any underwriting discounts or commission on the Units purchased by the Deerfield Funds.
The Commitment of the Commitment Party may be assigned to any of the other Deerfield Funds and any other Deerfield managed investment funds and their affiliates and such persons and entities may become “Lenders” or the “Agent” under the Facilities and a “Commitment Party”, “we” or “us” under this Commitment Letter, in each case, without the consent of the Borrower or any other person or entity.
Further, in connection with the execution of the Merger Agreement, the Deerfield Funds, severally and not jointly and based on their respective equity ownership percentage of Melinta, guarantee all of the payment obligations of Melinta and the Purchaser under the Merger Agreement and CVR Agreement.
Each of the Company, Deerfield and the Deerfield Funds irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
Although the Offer is not subject to any financing contingency, in connection with closing of the Offer and the Merger, the Deerfield Funds will provide Melinta and Purchaser an unsecured multi-draw promissory note (the “Deerfield Note”) of up to $39.0 million.
The Company acknowledges that Deerfield, the Deerfield Funds and their respective affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Company may have conflicting interests.
Neither Deerfield, the Deerfield Funds nor any of their respective affiliates will use confidential information obtained from the Company or the Parent by virtue of the transactions contemplated by this Commitment Letter or Deerfield’s other relationships with the Company or the Parent in connection with the performance by Deerfield of services for other companies, and Deerfield and the Deerfield Funds will not furnish any such information to other companies.