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.
Permitted Financing means, in one or more transactions, any issuance or sale or in accordance with Section 2, any deemed issuance or sale (i) which issuance or sale does not exceed $5 million in the aggregate, (ii) is at a consideration per share greater than 90% of the arithmetic average of the Weighted Average Price of the Common Stock for the ten (10) consecutive Trading Days ending on the date immediately prior to the execution of the definitive agreement for such Permitted Financing for any and all transactions and (iii) where if warrants are issued in such Permitted Financing, such warrants are exercisable for not more than 25% of the shares of Common Stock issued or issuable in such transaction and such warrants have an exercise price that is equal to or greater than the arithmetic average of the Weighted Average Price of the Common Stock for the ten (10) consecutive Trading Days ending on the date immediately prior to the execution of the definitive agreement for such Permitted Financing.
Permitted Financing means (i) securities issued pursuant to a bona fide acquisition of another business entity or business segment of any such entity by the Company pursuant to a merger, purchase of substantially all the assets or any type of reorganization (each an “Acquisition”) provided that (A) the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of such entity and (B) such Acquisition is approved by the Company’s Board of Directors; (ii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of this Agreement or issued pursuant to this Agreement (so long as the terms governing the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Purchasers); (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the primary purpose of raising capital; (iv) Common Stock issued or the issuance or grants of options to purchase Common Stock, in each case, at no less than the then-applicable fair market value, pursuant to equity incentive plans that are adopted by the Company’s Board of Directors; (v) securities issued to any placement agent and its respective designees for the transactions contemplated by this Agreement; (vi) securities issued at no less than the then-applicable fair market value to advisors or consultants (including, without limitation, financial advisors and investor relations firms) in connection with any engagement letter or consulting agreement, provided that any such issuance is approved by the Company’s Board of Directors; (vii) securities issued to financial institutions or lessors in connection with reasonable commercial credit arrangements, equipment financings or similar transactions, provided that any such issue is approved by the Company’s Board of Directors; (viii) securities issued to vendors or customers or to other persons in similar commercial situations as the Company, provided that any such issue is approved by the Company’s Board of Directors; and (ix) securities issued in connection with any recapitalization of the Company.
Examples of Permitted Financing in a sentence
In the event Company intends to consummate any financing through the sale of Ordinary Shares and/or securities exercisable or exchangeable for or convertible into Ordinary Shares, other than a Permitted Financing, beginning on the Closing Date and ending on the ROFO Termination Date, it shall first offer such financing to Investor in writing (the “ROFO Notice”).
Prior to Completion: (i) Developer shall not have any authority to encumber the Property for any purpose other than Permitted Financing Purposes; (ii) Developer shall notify Agency in advance of any proposed financing; and (iii) Developer shall not enter into any agreements for financing requiring a conveyance of security interests in the Property without the prior written approval of Agency.
Tenant, as Asset Manager, shall, with funds generated solely from Gross Operating Revenues or funded through the Permitted Financing, operate and staff the Premises, or cause the Premises to be operated and staffed, in a professional manner consistent with the operation of a first-class college housing facility, comparable to those at NSC’s peer institutions.
Amend Clauses 12.2 ( Funds) and 12.3(a) (Distribution) to add the following words to the end of that Clause: “, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action.
Any Transfer of the Pledged Shares by or on behalf of the relevant Financing Shareholder to a party other than the Permitted Pledgee upon a foreclosure thereon following an event of default under any Permitted Financing shall be subject to, and shall comply with, Clauses 11, 13, 14 and 15 hereof (including the requirement to enter into a Deed of Adherence pursuant to Clause 11.2).
More Definitions of Permitted Financing
Permitted Financing means (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of this Agreement or issued pursuant to this Agreement (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Purchasers), (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iv) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans outstanding as they exist on the date of this Agreement, and (v) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement.
Permitted Financing means any transaction involving (i) the Company’s issuance of any Financing Securities (other than for cash) in connection with a merger, acquisition or consolidation, (ii) the Company’s issuance of Financing Securities in connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Financing Securities in connection with bona fide firm underwritten public offerings of its securities, (iv) 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 outstanding on the date hereof, (v) the Company’s issuance or grants of options to purchase Common Stock as may be approved by the Board of Directors (other than issuances pursuant to subclause (iv) above) so long as such issuances in the aggregate do not exceed ten percent (10%) of the Company’s issued and outstanding shares of Common Stock as of the Closing Date, (vi) as a result of the exercise of options or warrants or conversion of convertible notes or preferred stock which are granted or issued as of the date of this Agreement, (vii) any Warrants issued to the Purchasers and any warrants issued to the placement agent for the transactions contemplated by this Agreement, (viii) the payment of any dividends in shares of Common Stock on any outstanding shares of preferred stock of the Company or the Preferred Shares, and (ix) the Company’s issuance of warrants in connection with equipment leases and the issuance of warrants or shares of Common Stock issued to institutional lenders so long as such warrants or shares of Common Stock do not exceed an aggregate of 200,000 shares of Common Stock.
Permitted Financing means a sale, financing or refinancing of a Borrowing Base Asset.
Permitted Financing means any bilateral or syndicated term loan or other similar financing (for the avoidance of doubt, not including any Permitted Revolving Credit Facility, Permitted Working Capital Facility or Market Loan) entered into by a Group Company with one or more reputable Nordic or international banks, financial institutions, trusts, funds or other lenders, provided that the Incurrence Test is met pro forma at the time when the available amount relating to such Permitted Financing is incurred.
Permitted Financing. As defined in the Titling Trust Agreement.
Permitted Financing means any transaction involving (i) the Company's issuance of any Financing Securities (other than for cash) in connection with a merger and/or acquisition, consolidation, sale or disposition of all or substantially all of the Company's assets, (ii) the Company's issuance of Financing Securities 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 Financing Securities in connection with underwritten public offerings of its securities, (iv) 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 outstanding on the date hereof or the issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to amendments to existing stock incentive or employee stock purchase plans or new stock incentive or employee stock purchase plans adopted after the date of this Agreement which are approved by the Board of Directors as long as such issuances in the aggregate do not exceed 1,700,000 shares of Common Stock, (v) any transaction where the first use of proceeds from such transaction would be used to redeem all of the shares of Series A Convertible Preferred Stock of the Company in accordance with Section 8(h) of the Certificate of Designation of the Series A Convertible Preferred Stock of the Company, (vi) as a result of the exercise of options or warrants or conversion of convertible notes which are granted or issued as of the date of this Agreement, (vii) the issuance of any Financing Securities contemplated by Section 5(e)(x) of the Certificate of Designation of the Series A Convertible Preferred Stock of the Company, (viii) any issuances of Common Stock pursuant to Company 401(k) matches, or (ix) the issuance of shares of Series A Convertible Preferred Stock of the Company issued in connection with the Series A Convertible Preferred Stock Purchase Agreement dated as of the date hereof by and among the Company and the investors named therein (the "Series A Preferred Stock Purchase Agreement") and the issuance of Common Stock upon conversion or redemption thereof.
Permitted Financing has the meaning given in Clause 10.2.1.