Permitted Bridge Financing definition

Permitted Bridge Financing means a financing transaction involving the issuance of capital stock, any debt instrument and/or security or derivative security of any kind that (a) does not, when combined with any other Permitted Bridge Financings of the same Party, exceed $1.25 million, and (b) all terms of which were, prior to the entering into of any binding commitment related to such financing, approved by Parent in Parent's sole discretion, with respect to a Permitted Bridge Financing by Company, or approved by Company in Company's sole discretion, with respect to a Permitted Bridge Financing by Parent.
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Permitted Bridge Financing means the Company’s issuance, in a single transaction or series of transactions, of (a) shares of Company Common Stock, in which event such shares shall be included in the calculation of Company Outstanding Shares, (b) Company Warrants, in which event such Company Warrants shall be included in the calculation of Company Outstanding Shares to the extent provided in such definition, and/or (c) convertible promissory notes, which promissory notes shall convert into either shares of (i) Company Common Stock prior to the Closing, in which event such shares of Company Common Stock shall be included in the calculation of Company Outstanding Shares, or (ii) Parent Common Stock immediately after the Closing, in which event such shares shall be deducted from the calculation of Company Merger Shares, as provided in the definition thereof. In no event shall the aggregate proceeds of the Permitted Bridge Financing exceed $3,000,000 without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).
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Permitted Bridge Financing means a bona fide financing in the form of a bridge loan or notes in an amount not to exceed $20,000,000 in the aggregate, at an interest rate not to exceed the then applicable prime rate (as reported by the Wall Street Journal), which shall, by its terms, automatically either (i) be repaid in full at the Closing or (ii) converted into shares of Company Class A Common Stock as of immediately prior to the Closing, and be treated at the Closing like all other outstanding shares of Company Class A Common Stock pursuant to Article II hereunder; provided, that, for clarity, the Aggregate Transaction Proceeds shall not be reduced by the amount or repayment of any such Permitted Bridge Financing.
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Examples of Permitted Bridge Financing in a sentence

  • The anticipated pro-forma capitalization of the Company immediately prior to the Effective Time (assuming the Effective Time occurs on February 28, 2019 and excluding any Permitted Bridge Financing) is set forth in Section 1.9 of the Company Disclosure Schedule.

  • Prior to the Closing, the Company shall take all such steps as may be required to draw upon any unfunded loan amounts available under the Permitted Bridge Financing.

  • The Initial Permitted Bridge Financing Agreement has not been amended or modified prior to the date of this Agreement and as of the date hereof, the respective obligations and commitments contained in the Initial Permitted Bridge Financing Agreement have not been withdrawn or rescinded in any respect.

  • Other than the Company Stockholder Approval, no vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby (other than any Additional Permitted Bridge Financing or Final Permitted Bridge Financing) to be consummated by the Company.

  • Notwithstanding anything to the contrary herein, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not enter into any Final Permitted Bridge Financing Agreements or agree, resolve or commit to any Final Permitted Bridge Financing.

  • As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of the Company or, to the knowledge of the Company, any investor under the Initial Permitted Bridge Financing Agreement.

  • The Company shall take all action required to effect prior to the Closing Date (a) the conversion of the Permitted Bridge Financing into Company Common Preferred Stock (the “Convertible Debt Conversion”) and (b) the repayment in full of any other outstanding convertible indebtedness of the Company and of its Subsidiaries.

  • There are no conditions precedent or other contingencies related to the funding of the full amount of the Initial Permitted Bridge Financing, other than as expressly set forth in the Initial Permitted Bridge Financing Agreement.

  • In no event shall Parent, and Parent shall use its commercially reasonable efforts to cause the other Acquiring Companies and its and their Representatives not to, intentionally or knowingly take any action to with respect to any third party in connection with a Refinancing, Post-Closing Financing or Permitted Bridge Financing other than to the extent such action was reasonably requested to be taken by the Company consistent with the terms of this Section 5.23(a).

  • The Company shall have no indebtedness for borrowed money (excluding any indebtedness for borrowed money issued pursuant to the Permitted Bridge Financing, solely to the extent that such indebtedness for borrowed money shall, by virtue of the Merger and without any further action, convert into shares of Company Common Stock immediately prior to the Effective Time).


More Definitions of Permitted Bridge Financing

Permitted Bridge Financing means any provision of debt financing to the Company by any of the Company’s shareholders as of the date hereof, on the terms and subject to the conditions set forth in that certain Convertible Loan Facility Agreement, dated as of July 31, 2015, as amended and existing as of the date hereof, by and among Inserm Transfert Initiative SAS, Versant Capital IV (Switzerland) GmbH, Fonds Biotherapies Innovantes et Maladies Rares (represented by Bpifrance Investissement SAS) and Annapurna Therapeutics SAS.
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Permitted Bridge Financing means the sale and issuance of debt or equity securities by the Company to former or existing stockholders or other investors or their respective Affiliates in the Company or its Subsidiaries in an amount not to exceed $10,000,000 without the prior written consent of Parent.
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Related to Permitted Bridge Financing

  • Bridge Financing means interim financing to cover Eligible Project Costs until DWSRF financing for the project is received from the State Water Board.

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • Permitted Financing means (i) the Company’s issuance of Common Stock and warrants therefore in connection with a merger and/or acquisition or consolidation, (ii) the issuance of shares of Common Stock or warrants therefore in connection with strategic license agreements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans as they now exist, and (iv) the issuance of Common Stock upon the exercise or conversion of any securities outstanding on the date hereof.

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Permitted Junior Priority Refinancing Debt means secured Indebtedness incurred by the Borrower in the form of one or more series of second lien (or other junior lien) secured notes or debentures or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is secured by all or a portion of the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and any other First Lien Obligations and is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” (provided that such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and any other First Lien Obligations, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”), (iii) the holders of such Indebtedness (or their representative) and the Administrative Agent and/or the Collateral Agent shall be party to a Customary Intercreditor Agreement, and (iv) such Indebtedness is not at any time guaranteed by any Subsidiaries of the Borrower other than Subsidiaries that are Guarantors.

  • Co-financing means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Project by the Co-financier. If the Loan Agreement specifies more than one such financing, “Co-financing” refers separately to each of such financings.

  • New Financing has the meaning specified in Section 2.04(a).

  • Refinancing Debt means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that

  • Exit Financing means the financing under the Exit Facility.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Existing Financing means the financing arrangements that provided for a security interest granted by Company in the Aircraft and that were outstanding on August 3, 2020.

  • PIPE Financing has the meaning set forth in the recitals to this Agreement.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Other Financing shall have the meaning assigned to such term in Section 5.6(ii) hereof.

  • Permitted Junior Secured Refinancing Debt means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of second-lien (or other junior lien) secured notes or second-lien (or other junior lien) secured loans; provided that (i) such Indebtedness (x) is secured by the Collateral on a second-priority (or other junior priority) basis with the Obligations and (y) is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature, have a shorter Weighted Average Life to Maturity than, or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (v) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise be subject to the provisions of one or more intercreditor agreements reasonably satisfactory to the Administrative Agent and (vi) any mandatory or voluntary prepayments of Permitted Junior Secured Refinancing Debt may not be made except to the extent that prepayments of the Term Loans and Permitted Pari Passu Secured Refinancing Debt are first made ratably, to the extent required hereunder or pursuant to the terms of such Permitted Pari Passu Secured Refinancing Debt, as the case may be. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Permitted Refinancing Debt means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:

  • Debt Financing has the meaning set forth in Section 5.7.

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Permitted Refinancing Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

  • Permitted Second Priority Refinancing Debt secured Indebtedness incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second lien, subordinated basis to the Obligations and is not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent; provided that such differences are not more favorable to the investors in such secured Indebtedness), (v) such Indebtedness is not also incurred by or guaranteed by any Subsidiaries of the Borrower other than the Subsidiary Guarantors and is not incurred by or guaranteed by any other Person, (vi) an agent or representative acting on behalf of the holders of such Indebtedness (a “Second Lien Agent”) shall have become party to an intercreditor agreement in form and substance satisfactory to the Administrative Agent (the “Second Lien Intercreditor Agreement”); provided that, if such Indebtedness is the initial Permitted Second Priority Refinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Second Lien Agent for such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement, (vii) the other terms and conditions of such secured Indebtedness are on the whole substantially identical to, or less favorable to the investors providing such secured Indebtedness, than those applicable to the Refinanced Debt (except for (x) pricing, fees, rate floors and prepayment or redemption premiums, which shall reflect market terms and conditions at the time of incurrence or issuance, (y) covenants or other provisions applicable only to periods after the date that is 91 days after the Latest Maturity Date that is in effect on the date such Indebtedness is issued, incurred or obtained and (z) differences that reflect the nature of such secured debt as fixed or floating rate securities), and (viii) a Responsible Officer shall have certified compliance with the foregoing requirements and that the incurrence of such Indebtedness complies with Section 6.2.

  • Refinancing shall have correlative meanings.

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith in consultation with the Administrative Agent) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.