Paragon California PSA definition

Paragon California PSA means the Purchase and Sale Agreement dated as of March 14, 2022 among (1) the ESOP Share Seller, as share seller, (2) Mosaic Capital Investors I, LP, a Delaware limited partnership, and True West Capital Partners Fund II, L.P. formerly known as Seam Fund II, L.P., a Delaware limited partnership, as warrant sellers, (3) Mosaic Capital Investors LLC, a Delaware limited liability company, solely in its capacity as sellers’ representative (the “Sellers’ Representative”), (4) Paragon, (5) the Company, as purchaser, and (6) Holdings, as parent, pursuant to which the Company agreed to purchase all of the issued and outstanding capital stock of, and all of the issued and outstanding warrants to purchase shares of capital stock of, Paragon. The Borrowers acknowledge and agree that a true, correct and complete copy of the Paragon California PSA was delivered to the Lender on the First Amendment Effective Date.
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Paragon California PSA means the Purchase and Sale Agreement dated as of March 14, 2022 among (1) the ESOP Share Seller, as share seller, (2) Mosaic Capital Investors I, LP, a Delaware limited partnership, and True West Capital Partners Fund II, L.P. formerly known as Seam Fund II, L.P., a Delaware limited partnership, as warrant sellers, (3) Mosaic Capital Investors LLC, a Delaware limited liability company, solely in its capacity as sellers’ representative (the “Sellers’ Representative”), (4) Paragon, (5) the Company, as purchaser, and (6) Holdings, as parent, pursuant to which the Company agreed to purchase all of the issued and outstanding capital stock of, and all of the issued and outstanding warrants to purchase shares of capital stock of, Paragon. The Borrowers acknowledge and agree that a true, correct and complete copy of the Paragon California PSA was delivered to the Lender on the First Amendment Effective Date. “Paragon Entities” means, collectively, Paragon, Hollandia GA Investor Corp., Hollandia GA and their respective Subsidiaries. “Paragon Georgia PSA” means the Purchase and Sale Agreement dated as of March 14, 2022 among (1) Mosaic Capital Investors I, LP and True West Capital Partners Fund II, LP, as sellers, (2) the Sellers’ Representative, (3) the Company, as purchaser, (4) Hollandia GA Investor Corporation, a Delaware corporation, and (5) Holdings, as parent, pursuant to which the Company agreed to purchase all of the issued and outstanding shares of capital stock of Hollandia GA Investor Corp. holding all of the issued and outstanding Series A Preferred Units of Hollandia GA. The Borrowers acknowledge and agree that a true, correct and complete copy of the Paragon Georgia PSA was delivered to the Lender on the First Amendment Effective Date. “Paragon Georgia UPA” means the Unit Purchase Agreement dated as of March 14, 2022 among (1) the individuals identified therein, as sellers, (2) the Company, as purchaser, and (3) Holdings, as parent, pursuant to which the Company agreed to purchase all of the issued and outstanding Class B Common Units of Hollandia GA. The Borrowers acknowledge and agree that a true, correct and complete copy of the Paragon Georgia UPA was delivered to the Lender on the First Amendment Effective Date. “Paragon Material Adverse Effect” means a “Company Material Adverse Effect,” as defined in the Paragon California PSA as in effect on the First Amendment Effective Date.
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Paragon California PSA. “Sixth Amendment Effective Date” means March 28, 2023. “SOFR” means a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at xxxx://xxx.xxxxxxxxxx.xxx (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time). “Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. “SPAC Merger Agreement” has the meaning specified therefor in the definition of “Qualified SPAC Transaction”. “Specified 2022 PIK Interest” has the meaning specified in Section 2.3(a). “Specified 2023 PIK Interest” has the meaning specified in Section 2.3(a). “Specified Event of Default” means any Event of Default set forth in Sections 7.1(a), 7.1(b), 7.1(h), 7.1(i), 7.1(j)(j), 7.1(o) or 7.1(w). “Specified PIK Amount” means the sum of the Specified PIK Interest and the Specified PIK Fee. “Specified PIK Fee” has the meaning specified in Section 2.6(a). “Specified PIK Interest” has the meaning specified in Section 2.3(a). “Specified Purchase Agreement Representations” means such of the representations and warranties in the Paragon Purchase Agreements made by or with respect to the Paragon Entities or any seller party to a Paragon Purchase Agreement to the extent the Compan...
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Examples of Paragon California PSA in a sentence

  • The Borrowers acknowledge and agree that a true, correct and complete copy of the Paragon California PSA was delivered to the Lender on the First Amendment Effective Date.


More Definitions of Paragon California PSA

Paragon California PSA. “Senior Credit Agreement” means the Credit Agreement of even date herewith among the Company, the Subsidiary Borrowers and the Senior Creditor, governing a senior multi-advance term loan facility. “Senior Creditor” means the lender party to the Senior Credit Agreement. “Senior Indebtedness” means all Indebtedness under the Senior Credit Agreement. “Senior Indebtedness Documents” means, collectively, the Senior Credit Agreement and all other “Loan Documents” (as defined in the Senior Credit Agreement). “Sixth Amendment Effective Date” means March 28, 2023. “Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities
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Related to Paragon California PSA

  • Spent in California means that:

  • AT&T CALIFORNIA means the AT&T owned ILEC doing business in California.

  • California company means a sole proprietorship, partnership, joint venture, corporation, or other business entity that was a licensed California contractor on the date when bids for the public contract were opened and meets one of the following:

  • California Law means the General Corporation Law of the State of California.

  • Court of Appeal means the division of the Supreme Court referred to in section 7(1)(b);

  • AT&T WISCONSIN means the AT&T owned ILEC doing business in Wisconsin.

  • Appeals Board means the commissioners and deputy commissioners of the Workers’ Compensation Appeals Board acting en banc, in panels, or individually.

  • AT&T MISSOURI means the AT&T owned ILEC doing business in Missouri.

  • Appeals Panel means a panel appointed by the Chief Compliance Officer pursuant to Rule 620.

  • AT&T KANSAS means the AT&T owned ILEC doing business in Kansas.

  • ADA means the Americans with Disabilities Act.

  • AT&T SOUTH CAROLINA means the AT&T owned ILEC doing business in South Carolina.

  • Notice of Arbitration means the formal notice from the CONTRACTOR or the CUSTOMER to the other party referring a dispute to arbitration in accordance with the provisions of Schedule 2-9.

  • Court Hearing means the hearing by the High Court of the Petition to sanction the Scheme under Section 453 of the Act.

  • JAMS means JAMS, Inc. or its successor entity, a judicial arbitration and mediation service.

  • AT&T MISSISSIPPI means the AT&T owned ILEC doing business in Mississippi.

  • Appeal Board means the State Charter School Appeal

  • Commissioners Court means Travis County Commissioners Court.

  • Aging and People with Disabilities (APD means the program area of Aging and People with Disabilities, within the Department of Human Services.

  • Appeal Panel means a panel comprised of a chair and two individuals appointed by the Board to consider appeals under Chapter 7.

  • AT&T KENTUCKY means the AT&T owned ILEC doing business in Kentucky.

  • AT&T ARKANSAS means the AT&T owned ILEC doing business in Arkansas.

  • Local Bankruptcy Rules means the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware.

  • State Water Board means the State Water Resources Control Board.

  • New Mexico CANCELLATION section is amended as follows: If You are the original purchaser of this Agreement, You may return this Agreement and receive a refund if: (i) You have not made a claim under the Agreement; and (ii) You return this Agreement within twenty days after the date We mail You a copy of the Agreement or within ten days after You receive a copy of the Agreement if We furnish You with the copy at the time the Agreement is purchased. We may not cancel this Agreement without providing You with written notice at least fifteen (15) days prior to the effective date of cancellation. Such notice shall include the effective date of cancellation and the reason for cancellation. If this Agreement has been in force for a period of seventy (70) days, We may not cancel it before the expiration of the Agreement term or one (1) year, whichever occurs first, unless: 1) You fail to pay any amount due; 2) You are convicted of a crime which results in an increase in the service required under the Agreement; 3) You engage in fraud or material misrepresentation in obtaining this Agreement; or 4) You commit any act, omission, or violation of any terms of this Agreement after the effective date of this Agreement which substantially and materially increases the service required under this Agreement. A ten percent (10%) penalty per month (or each portion thereof) shall be applied to refunds not paid or credited within sixty (60) days of receipt of a returned Agreement.

  • County Executive means the County Executive of the County.