Excluded Financing definition

Excluded Financing means: (a) Any Financing Event that occurs in connection with a simultaneous Tenant Ownership Change; or (b) With respect to a Financing Event secured by Ownership Interests, any Financing Event, the foreclosure of the security interests of which would not result in an Aggregate Transfer.

Excluded Financing means any loan financing raised in the private market (whether syndicated or bilateral, and whether from banks, private lenders or other financing sources, but excluding any debt private placement to institutional investors or any other capital markets financing), any lease financing or any substantially similar financing not raised in the public or private debt capital markets.

Excluded Financing means any debt financing pursuant to the factoring agreement with CSNK Working Capital Finance Corp. (d/b/a Bay View Funding) or any other current or future factoring agreement, working capital line of credit, forward purchase agreement or similar arrangement.

Examples of Excluded Financing in a sentence

• An Excluded Financing shall include, but not be limited to, a financing that is a “backstop”, equity support, contingent capital, standby equity purchase, redemption recapture or similar agreement, arrangement, contract or similar.

• If Lender waives one or more elements of the definition of Excluded Financing Contract with respect to any Candidate Financing Contract, Lender shall be deemed to have also waived any breach of the representations, warranties and covenants as to such Candidate Financing Contract made in any Related Transaction Document, to the extent (and solely to the extent) such breach is based on the existence of the element so waived.

More Definitions of Excluded Financing

Excluded Financing means any non-redemption or investment agreement, arrangement, contract or similar that (i) does not provide cash proceeds that are immediately available to the Issuer and/or the SPAC upon the Transaction Closing; (ii) includes a share buyback obligation or (iii) provides a valuation period that would precede, overlap with or follow, in whole or in part, any Reference Periods in this Agreement. An Excluded Financing shall include, but not be limited to, a financing that is a “backstop”, equity support, contingent capital, standby equity purchase, redemption recapture or similar agreement, arrangement, contract or similar. For the avoidance of doubt, the ATM Agreement is expressly permitted and discussing, negotiating, and closing such a facility shall not be a breach of this Section 14(d).

Excluded Financing means: (a) Leasehold Mortgage secured in accordance with the terms hereof and solely for the purpose of financing the construction of the Improvements, and nothing more; (b) A County approved Financing Event that solely pays off only the Leasehold Mortgage used to finance the construction of the Improvements, and nothing more; (c) Any Financing Event that occurs in connection with a simultaneous Tenant Ownership Change; or (d) With respect to a Financing Event secured by Ownership Interests, any Financing Event, the foreclosure of the security interests of which would not result in an Aggregate Transfer.

Excluded Financing means any one or more capital raising transactions entered into on or after the date hereof on substantially the same terms and subject to substantially the same conditions as previously provided in writing to Acquiror, in an aggregate amount not to exceed $75,000,000, in which the Company is the issuer, whether through the sale of equity securities or convertible debt securities or a combination thereof (including any preferred stock or other securities convertible into or exercisable for Company Common Stock); provided, that (i) the aggregate number of securities issued or issuable by the Company does not result in a change of control of the Company and (ii) any such capital raising transaction would not alter the terms of the Merger Agreement or the Ancillary Agreements or delay or impair the transactions contemplated hereunder and thereunder.

Excluded Financing has the meaning specified in the definition of CCVII Facilitated Financing Amount.

Excluded Financing means any capital raising transaction in which the Company is the issuer, whether through the sale of Equity Interests of the Company or securities exercisable for or convertible or exchangeable into Equity Interests of the Company, provided that (x) the aggregate number of securities issued or issuable by the Company does not result in a change of control of the Company (i.e., issuance of securities representing more than 50% of the issued and outstanding Company Capital Stock), (y) any such capital raising transaction would not delay, impair or alter the terms of the transactions contemplated herein and (z) any such capital raise would be non-dilutive to Acquiror and its stockholders and any PIPE Investors (i.e., all dilution will be borne solely by the Company’s existing equityholders as of the date hereof).

Excluded Financing means any financing or non-redemption agreement or similar arrangement involving equity or equity-linked securities for the benefit of the Issuer, TargetCo, their respective shareholders or affiliates.

Excluded Financing means: (a) Leasehold Mortgage secured in accordance with the terms of this Lease solely for the purpose of financing the construction of the Improvements, and nothing more; (b) A District approved Financing Event that solely pays off only the principal remaining balance of the Leasehold Mortgage used to finance the construction of the Improvements, and nothing more; (c) Any Financing Event that occurs in connection with a simultaneous Tenant Ownership Change; or (d) With respect to a Financing Event secured by Ownership Interests, any Financing Event, the foreclosure of the security interests of which would not result in an Aggregate Transfer of more than twenty-five percent (25%) of the Beneficial Residual Interests in Tenant.