Private Placement Commitments definition
Private Placement Commitments means, collectively, the equity purchase commitment, expressed in a dollar amount, of each Private Placement Party as set forth on Schedule E hereto. “Private Placement Party Confidentiality Agreements” means, collectively, the non- disclosure agreements entered into by each of the Private Placement Parties with Concordia in connection with the Recapitalization Transaction. “Private Placement Payment Amount” means, in respect of a Private Placement Party, an amount equal to its original Private Placement Commitment, which, for greater certainty, is required to be funded by such Private Placement Party by the Private Placement Funding Deadline pursuant to this Agreement and the Plan. “Private Placement Shares” means the Common Shares subscribed for by the Private Placement Parties pursuant to this Agreement to be issued pursuant to the Private Placement and the Plan, the Issue Price of which shall in the aggregate be equal to the Total Offering Size. “Regulation D” means Regulation D as promulgated by the U.S. Securities Commission under the U.S. Securities Act. “Regulation S” means Regulation S as promulgated by the U.S. Securities Commission under the U.S. Securities Act. “Remaining Private Placement Parties” means the Private Placement Parties other than any Defaulting Private Placement Parties, Non-Investing Private Placement Parties or Objecting Private Placement Parties at the applicable time. “Representatives” means, collectively, directors, officers, employees, auditors, financial and legal advisors or other agents. “Securities Laws” means, collectively, Canadian Securities Laws and U.S. Securities Laws. “Support Agreement” means the support agreement dated as of the date hereof entered into by the Consenting Debtholders and Concordia regarding the Recapitalization Transaction, as it may be amended, supplemented, or modified from time to time. “Total Commitment Consideration” means cash in the amount of $44 million, which amount may be proportionately reduced to the extent that the Total Offering Size is reduced pursuant to the terms of this Agreement, payable to the Private Placement Parties as consideration for the Private Placements Parties’ Private Placement Commitments and the other agreements herein. “Total Offering Size” means $586.5 million, subject to any reduction in accordance with Section 1(e) of this Agreement.
Private Placement Commitments has the meaning set forth in the Private Placement Agreement.
Private Placement Commitments means, collectively, the equity purchase commitment, expressed in a dollar amount, of each Private Placement Party as set forth on Schedule E hereto.
Examples of Private Placement Commitments in a sentence
Upon execution and delivery of the BCA Joinder Agreement such holder of a Senior Notes Claim will be deemed a Subsequent Private Placement Investor for all purposes hereunder, Schedule 3b and Schedule 3d shall be updated to include their commitment and all other Private Placement Investors’ Private Placement Commitments hereunder shall be adjusted proportionately to take into account such Subsequent Private Placement Investor’s Private Placement Commitment.
Schedule 3 shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Financing Parties to reflect conforming changes in the composition of the Replacement Private Placement Parties and Private Placement Commitments as a result of any Private Placement Investor Replacement Period in compliance with this Section 2.3(b).
More Definitions of Private Placement Commitments
Private Placement Commitments has the meaning given to it in the Term Sheet. “Private Placement Parties” has the meaning given to it in the Term Sheet. “Private Placement Shares” has the meaning given to it in the Term Sheet.
Private Placement Commitments has the meaning given to it in the Term Sheet. “Private Placement Parties” has the meaning given to it in the Term Sheet. “Private Placement Shares” has the meaning given to it in the Term Sheet. “Pro-Rata Share” has the meaning given to it in the Term Sheet. “Recapitalization Transaction” has the meaning given to it in the preamble hereto. “Recapitalization Transaction Terms” has the meaning given to it in the preamble hereto. “Regulation S” means Regulation S as promulgated by the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder, or any successor statute. “Released Parties” has the meaning given to it in Section 10. “Releases” has the meaning given to it in Section 10. “Relevant Debt” means, collectively, all Relevant Secured Debt, Total Secured Debt, Relevant Unsecured Debt and/or Total Unsecured Debt held by a Consenting Debtholder. “Relevant Secured Debt” has the meaning given to it in Section 2(a)(i). “Relevant Shares” has the meaning given to it in Section 2(a)(iii). “Relevant Unsecured Debt” has the meaning given to it in Section 2(a)(ii). “Representatives” has the meaning given to it in Section 14. “Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, and Syria). “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the