Deerfield Investors definition

Deerfield Investors means the Sponsor, Deerfield Partners, L.P., Deerfield Private Design Fund IV, L.P., Sxxxxx Xxxxxxxx and any Related Deerfield Fund that becomes a party to this Agreement following the date hereof by execution of a joinder hereto or other written agreement between such Related Deerfield Fund and Pubco, and any of their respective affiliates and their direct and indirect transferees, if any, who become a party to this Agreement pursuant to Section 12(f) of this Agreement.
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Deerfield Investors. “Deerfield Parties”, “Registrable Securities”, “Related Deerfield Fund”, Section 1(d), Section 1(e), Section 4(a) (Agreements of Holders), Section 8 (Additional Payments Under Certain Circumstances), any other provision of this Agreement that expressly relates to any Deerfield Investor, any Deerfield Party, any Deerfield Related Fund, the Deerfield Shelf Registration Statement or the Series B-1 Preferred Stock and this Section 13(d) may not be amended in a manner adverse to any Deerfield Party without the prior written consent of the Deerfield Parties. Any amendment or waiver effected in accordance with this Section 13(d) shall be binding upon each Investor, Pubco and the Company. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.
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Deerfield Investors means, collectively, Deerfield Design Fund IV, Deerfield Partners and Sponsor.
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Examples of Deerfield Investors in a sentence

  • Subject to Section 8(a) of the Exchange Agreement with the Initial Deerfield Investor so long as the Deerfield Investors own any Notes, the Note Parties shall promptly (and, in any event, within two (2) Business Days) notify the Trustee of the occurrence of (i) any Default or Event of Default, and (ii) any event of occurrence that constitutes a continuing Material Adverse Effect.

  • Pubco shall not assign its obligations hereunder without the prior written consent of the holders of a majority of the Registrable Securities then outstanding; provided, that such majority shall include the Majority Deerfield Investors for so long as the Majority Deerfield Investors hold at least 5% of the outstanding Common Stock on the date such consent is sought.

  • The underwriter(s) will be selected by a majority in interest of the Initiating Holders (or, in the case of a registration statement filed upon a Deerfield Demand Request, the Majority Deerfield Investors) and shall be reasonably acceptable to the Company.

  • Without limiting the foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 1 shall include a “plan of distribution” approved by the Majority TOI Investors and the Majority Deerfield Investors.

  • Within forty-five (45) days after the end of each fiscal year of the Company, the Note Parties and their Subsidiaries shall deliver to the Trustee, with a copy to the Deerfield Investors (for so long as the Deerfield Investors constitute Required Holders), an updated Perfection Certificate.

  • Pubco shall not assign its obligations hereunder without the prior written consent of the holders of a majority of the Registrable Securities then outstanding; provided, that such majority shall include the Deerfield Investors for so long as the Deerfield Investors hold at least 5% of the outstanding Common Stock on the date such consent is sought.

  • In the event of any vacancy or increase in the number of Group 2 Directors, the Board of Directors shall fill such vacancy or new directorship only with an individual designated by the Deerfield Investors.

  • Xxxxxxx to surrender his resignation from the Board and the Options to the Company effective immediately prior to the Closing, all in recognition of the fact that, effective with the issuance of the Exchange Shares in accordance with Section 1.01(a), the Deerfield Investors will no longer have any rights with respect to the Series A Preferred Shares.

  • For the sake of clarity, if any other consent of the Deerfield Investors is required pursuant to the Certificate of Designation in order to effect the transactions contemplated by this Agreement, each of the Deerfield Investors hereby provides such consent.

  • Within forty-five (45) days after the end of each fiscal year of the Company, the Note Parties and their Subsidiaries shall deliver to the Trustee, with a copy to the DeerfieldInvestors (for so long as the Deerfield Investors constitute Required Holders), an updated Perfection Certificate.

Related to Deerfield Investors

  • Lead Investors means collectively, BlackRock, GSO, Magnetar and, solely for purposes of Section 2.02(b), Investment Partners V (II), LLC.

  • Investors means the Initial Investors and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof.

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

  • Equity Investors means the Sponsors and the Management Stockholders.

  • CD&R Investors means, collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified in clauses (i) and (ii) of this definition.

  • Majority Investors means, as of any date, the holders of a majority of the Investor Shares outstanding on such date.

  • Management Investors means the officers, directors and employees of Holdings, the Borrower and the Subsidiaries who become investors in Holdings or any of its Parent Entities or in the Borrower.

  • Lead Investor means Cavalry Fund I LP.

  • TPG has the meaning set forth in the preamble.

  • Oaktree means Oaktree Capital Management, LLC and its Affiliates, including any partnerships, separate accounts or other entities managed by Oaktree.

  • Existing Investors shall have the meaning given in the Preamble hereto.

  • BRS means Behavior Rehabilitation Services.

  • Other Investors shall have the meaning set forth in the Preamble.

  • Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

  • Carlyle means Carlyle Investment Management, LLC.

  • Summit means the Summit of the Heads of State or Government of SADC established by Article 9 of this Treaty;

  • Strategic Investor means a Corporation, partnership or other entity engaged in one or more Telecommunications Businesses that has, or 80% or more of the Voting Stock of which is owned by a Person that has, an equity market capitalization, at the time of its initial Investment in the Company or in a Permitted Joint Venture with the Company, in excess of $2 billion.

  • Equity Investor means the tax credit investor or syndicator for the proposed project who will acquire an ownership interest in the proposed project and who contributes capital to the Project Sponsor and the closing of the syndication. Equity Investors provide the capital requirements of the Project Sponsor either in the form of a single contribution at the time of entry or a staged level of contributions.

  • Blackstone means collectively, The Blackstone Group L.P., a Delaware limited partnership, and any Affiliate thereof (excluding any natural persons and any portfolio companies of any Blackstone-sponsored fund).

  • Ares means Ares Management LLC and its affiliated or managed funds and their respective Affiliates.

  • Equity Holders means the Stockholders and the Option Holders.

  • Warburg Pincus CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus".

  • Institutional Investors means any regulated investment company, segregated asset account, foreign investment company, common trust fund, group trust or other investment arrangement, whether organized within or without the United States of America.

  • Required Investors means the Investors holding a majority of the Registrable Securities.

  • Permitted Investors the collective reference to the Sponsor and its Control Investment Affiliates.

  • retail investor means an investor who is not a professional investor;