Financing Unit Warrants definition
Examples of Financing Unit Warrants in a sentence
None of the Administrative Agent, the Borrower or Lenders will take any position for United States federal income tax purposes that is inconsistent with the provisions of this Section 3.3. The allocation of the purchase price between the Term Notes and the Financing Unit Warrants does not modify, reduce or abrogate, in any manner, the Borrower’s obligations under the Term Notes and the Financing Unit Warrants.
Except as set forth on Schedule 9.30, no brokerage or finder’s fees or commissions are or will be payable by any Loan Party or any of its Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement (including the issuance of the Loan & Backstop Warrants and the HCP-FVA Financing Unit Warrants).
HCP-FVA shall have received (i) the HCP-FVA Financing Unit Warrants, in the form of Exhibit D, for the purchase of Common Stock of Borrower and (ii) the Closing Date Loan & Backstop Warrants.
As of the Closing Date, the Loan & Backstop Warrants and the Financing Unit Warrants (as applicable) have been, and the shares of Common Stock issuable upon exercise of the Loan & Backstop Warrants and the Financing Unit Warrants (as applicable) when so issued in accordance with their terms will be, issued in compliance with applicable securities laws, rules and regulations.
Prior to the record date for any Company stockholders meeting held in connection with the Stockholder Approval, HCP-FVA agrees to exercise any Loan & Backstop Warrants and any Financing Unit Warrants for which the Company has sufficient authorized capital and will vote the Common Stock it receives upon such exercise in favor of the proposals set forth in the preceding sentence.
No registration under the Securities Act is required for the offer and sale by Borrower to HCP-FVA of the Loan & Backstop Warrants or the HCP-FVA Financing Unit Warrants.
Each of this Agreement and each other Loan Document to which any Loan Party or any Subsidiary of a Loan Party is a party, and each of the Financing Unit Warrants and the Loan & Backstop Warrants, is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.
Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow monies hereunder and to issue the Financing Unit Warrants and the Loan & Backstop Warrants, and each Loan Party and each of its Subsidiaries is duly authorized to perform its obligations under each Loan Document to which it is a party and, in the case of Borrower, under each Financing Unit Warrant and Loan & Backstop Warrant.
Lenders and Administrative Agent shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 9.30 that may be due in connection with the transactions contemplated by this Agreement (including in connection with the issuance of the Loan & Backstop Warrants and the HCP-FVA Financing Unit Warrants).
As of the Closing Date, the shares of Common Stock issuable upon exercise of the Loan & Backstop Warrants and the Financing Unit Warrants, when so issued in accordance with the terms of the Loan & Backstop Warrants and the Financing Unit Warrants (as applicable), will be, validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issuance thereof.