Parent Financing definition

Parent Financing means an acquisition of shares of Parent Convertible Preferred Stock to be consummated concurrently with the Closing pursuant to the Securities Purchase Agreement with aggregate gross cash proceeds to Parent of at least the Concurrent Investment Amount.

Parent Financing means the debt financing contemplated by the Parent Financing Commitments, pursuant to which, and subject to the terms and conditions expressly set forth therein, each Lender has committed to provide loans in the amounts described therein, the proceeds of which shall be used in part to finance the Merger Consideration.

Parent Financing shall have the meaning set forth in Section 5.7.

Examples of Parent Financing in a sentence

• Subject to the rights of Parent under any Debt Commitment Letter under the terms thereof, and notwithstanding anything to the contrary herein, Parent agrees on behalf of itself and its Affiliates that the Parent Financing Sources shall not have any liability or obligation to Parent or any of its Affiliates (whether under contract or tort, in equity or otherwise) relating to this Agreement or any of the transactions contemplated herein (including the Parent Financing).

• To the extent that any of Parent, Financing and their Restricted Subsidiaries took any action or inaction after the Issue Date and prior to the Securities Assumption Date prohibited by this Indenture, Financing will be in Default hereunder as of the Securities Assumption Date and the terms and provisions of Article V shall apply.

• As of the date hereof, there are no conditions precedent or other contingencies related to the funding of the full amount of the Parent Debt Financing other than as expressly set forth in the Parent Financing Commitment.

• Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with any action taken by them at the request of Parent or Merger Sub pursuant to this Section 5.17 or in connection with the arrangement of the Parent Financing other than to the extent such losses arise from the bad faith, gross negligence or willful misconduct of the Company or its Subsidiaries.

• Notwithstanding anything to the contrary contained herein, Section 5.16, Section 7.3, Section 7.4, Section 8.7, Section 8.8, Section 8.10 and Section 8.12 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of such Sections) may not be modified, waived or terminated in a manner that impacts or is adverse in any material respect to the Parent Financing Sources without the prior written consent of the Parent Financing Sources.

More Definitions of Parent Financing

Parent Financing has the meaning set forth in the Merger Agreement.

Parent Financing means and include any combination of secured or unsecured long-term debt and/or equity financing aggregating not less than Thirty-Five Million ($35,000,000) Dollars to enable the Parent to acquire the capital stock of WRG, retire the Purchase Note and pay all related transaction expenses associated with such acquisition and the Merger contemplated hereby.

Parent Financing shall include the debt financing contemplated by such Parent Alternate Financing. Except as provided elsewhere in this Section 5.17 and subject to the limitations in Section 5.17(d), nothing contained in this Agreement shall prohibit Parent from entering into Financing Agreements relating to the Parent Debt Financing; provided that such Financing Agreements may contain other conditions if such Financing Agreements do not result in a reduction or replacement of Parent Financing Commitments prior to the funding of the Parent Financing under such Financing Agreement.

Parent Financing means, collectively, (i) the senior secured credit facility of up to $200,000,000 secured by the assets of Parent and each of its Subsidiaries; (ii) the convertible debentures of Parent of up to $75,000,000 secured by the assets of Parent and each of its Subsidiaries and; (iii) the $75,000,000 equity financing of Parent as contemplated by the Share Subscription Agreement between Parent, Pozen, Tribute and certain investors dated even date herewith.

Parent Financing means the sale and issuance of securities by Parent to the extent that the Company has consented in writing to such sale and issuance (such consent not to be unreasonably withheld, conditioned or delayed).

Parent Financing means a financing by Parent of up to $3,000,000 in exchange for the issuance of equity of the Parent prior to the consummation of the Transaction.

Parent Financing has the meaning ascribed thereto in Section 5.02(j);