Qualified Future Financing definition

Qualified Future Financing means any transaction or series of transactions that the Corporation enters into whereby the Corporation raises capital through the issuance of additional preferred stock or common stock or a convertible debt instrument (each a "Financing Transaction"), until such time as the proceeds from all Financing Transactions entered into from the time of the filing of this Certificate of Designation, including proceeds from all issuances of the Series A Convertible Preferred Stock, but excluding the 2,316 shares of Series A Convertible Preferred Stock to be issued pursuant to the Exchange Agreement and the Securities Purchase Agreement, equals or exceeds, in the aggregate, Seven Million Seven Hundred Thousand Dollars ($7,700,000) in the following tranches: (1) an amount not to exceed One Million Two Hundred Thousand Dollars ($1,200,000) no sooner than June 1, 2004; (2) an amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000.) no sooner than August 1, 2004; and (3) an amount not to exceed Three Million Dollars ($3,000,000) no sooner than October 31, 2004.
Sample 1
Qualified Future Financing means an equity or convertible note bridge financing by the Company (including a Series C Preferred Unit or other senior or pari passu security to the Series A Preferred Units and/or the Series B Preferred Units) that is approved by the Board and a Majority in Interest; provided that in connection with such financing: (x) the preference (including the participation right in Section 7.2(c)) payable to the holders of the Series A Preferred Units and the Series B Preferred Units hereunder, pursuant to either of Sections 7.2, 7.5 and 10.2, is not reduced (provided that any additional preference ahead of or pari passu with the Series B Preferred Units and the Series A Preferred Units resulting from such financing shall not be deemed a reduction for this purpose and provided further that the fact that additional Units will be outstanding will not be deemed a reduction of the participation right in Section 7.2(c)) for this purpose), (y) there is no reduction or other negative adjustment to the Series A Preferred Return, and (z) there is no waiver of any resulting adjustment to the Conversion Prices applicable to the Preferred Units or a conversion or exchange (forced or otherwise) of the Preferred Units to Common Units or any other security (other than a conversion into Common Units (or common stock) in connection with a Qualified Public Offering as herein provided), or any penalty or material adverse consequence targeting only investors who fail to participate in the Qualified Future Financing (excluding for this purpose proportionate dilution due to the failure to so participate).
Sample 1
Qualified Future Financing means any transaction or series of transactions that the Corporation enters into whereby the Corporation raises capital through the issuance of additional preferred stock or a convertible debt instrument (each a "Financing Transaction"), until such time as the proceeds from all Financing Transactions entered into from the time of the filing of this Certificate of Designation, including proceeds from all issuances of the Series A Convertible Preferred Stock, equals or exceeds, in the aggregate, Seven Million Five Hundred Thousand Dollars ($7,500,000).
Sample 1

Examples of Qualified Future Financing in a sentence

  • Until such time as all of the Preferred Shares have been either redeemed or converted into Conversion Shares in full, the Company will not issue any of its equity securities (or Derivative Securities), unless any shares of Common stock issued or issuable in connection therewith are "restricted securities" provided, however, this sentence shall not apply to the above mentioned Qualified Future Financing.

  • A redemption pursuant to Section 6.2(v), three (3) business days following the date of consummation of the applicable Qualified Future Financing (meaning closing and funding).

  • The Company shall offer to the Purchasers, from time to time, a right of first offer to participate in any Qualified Future Financing (as contemplated by Section 2.6 above), in addition to, and not in lieu of, the rights afforded to the Purchasers under Section 2.6 above and in the Certificate of Designation associated with such Qualified Future Financing.

  • The Company shall offer to the holders of Preferred Shares, from time to time, exercisable by the Majority Holders thereof, a right of first offer to participate in any Qualified Future Financing (as contemplated by Section 2.6 above), in addition to, and not in lieu of, the rights afforded to the Purchaser under Section 2.6 above and in the Certificate of Designation associated with such Qualified Future Financing.


More Definitions of Qualified Future Financing

Qualified Future Financing which contains a “Superior Right” (as each of those terms is defined in the Certificate of Designation), the terms and conditions of such Superior Right shall be automatically incorporated into the rights contained in the Certificate of Designation and will supersede any provisions in the Certificate of Designation relating to such Superior Right that would conflict with the exercise or application of such Superior Right; provided, however, that any such Superior Right may be waived by the holders of the Preferred Stock in accordance with the applicable provisions of the Certificate of Designation. If the Company provides any consideration to the holders of any equity or convertible debt instrument issued in connection with such Qualified Future Financing that is in addition to the consideration provided to the Purchasers (such as, for purposes of illustration, a warrant agreement other than a warrant substantially identical to the Warrants offered in this Agreement and issued in similar denominations and for substantially identical consideration provided or a registration rights agreement providing additional registration rights), then the Company will take all lawful and reasonable steps necessary to ensure that the Purchasers also receive such additional consideration.
Sample 1
Qualified Future Financing which contains a "Superior Right" (as each of those terms is defined in the Certificate of Designation), the terms and conditions of such Superior Right shall be automatically incorporated into the rights contained in the Certificate of Designation and will supersede any provisions in the Certificate of Designation relating to such Superior Right that would conflict with the exercise or application of such Superior Right; provided, however, that any such Superior Right may be waived by the holders of the Preferred Stock in accordance with the applicable provisions of the Certificate of Designation. If the Company provides any consideration to the holders of any equity or convertible debt instrument issued in connection with such Qualified Future Financing that is in addition to the consideration provided to the Purchaser (such as, for purposes of illustration, a warrant agreement other than a warrant substantially identical to the Warrants offered in this Agreement and issued in similar denominations and for substantially identical consideration provided or a registration rights agreement providing additional registration rights), then the Company will take all lawful and reasonable steps necessary to ensure that the Purchaser also receives such additional consideration; provided, however, that any terms which provide for a conversion price that is, whether expressly stated or calculated as a result of a formula, greater than or equal to the conversion price then in place for the Series A Convertible Preferred Stock shall not be deemed to be a Superior Right.
Sample 1
Qualified Future Financing means a bona fide equity or debt financing transaction or series of transactions consummated after the Initial Closing (as defined in the Series C Purchase Agreement) that is approved by the Corporation’s Board of Directors, including the Requisite Directors, whereby the Corporation issues any equity security, or any convertible note, simple agreement for future equity or similar convertible instrument that is convertible into an equity security, at a price per share equal to or less than the Original Issue Price for the Series C Preferred Stock.
Sample 1

Related to Qualified Future Financing

  • Qualified Financing is a transaction or series of transactions pursuant to which the Company issues and sells shares of its capital stock for aggregate gross proceeds of at least $5,000,000 (excluding all proceeds from the incurrence of indebtedness that is converted into such capital stock, or otherwise cancelled in consideration for the issuance of such capital stock) with the principal purpose of raising capital.

  • 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.

  • Qualified Securitization Financing means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (i) the Board of Directors of the Borrower shall have determined in good faith that such Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Securitization Subsidiary, (ii) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower) and (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Borrower or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness hereunder and under any other Credit Agreement or any permitted additional Indebtedness with Pari Passu Lien Priority and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

  • 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.

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

  • Equity Financing means the next sale (or series of related sales) by the Company of its Equity Securities to one or more third parties following the date of this instrument from which the Company receives gross proceeds of not less than $1,000,000 cash or cash equivalent (excluding the conversion of any instruments convertible into or exercisable or exchangeable for Capital Stock, such as SAFEs or convertible promissory notes) with the principal purpose of raising capital.

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

  • Special Purpose Financing means any financing or refinancing of assets consisting of or including Receivables of the Company or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition.

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

  • Securitization Financing means any transaction or series of transactions that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries, and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets.

  • Qualified Financial Contract means a qualified financial contract as defined in 12 U.S.C. Section 1821(e)(8)(D).

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets (including conduit and warehouse financings) 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) 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).

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

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Qualified Financial Institution means, at any time, a financial institution organized under the laws of any jurisdiction in the United States of America or Europe that at such time has outstanding debt obligations with a stated maturity of one year or less from the date of issue and rated A-1 or higher by Standard & Poor’s, a division of The McGraw Hill Companies, Inc., Ratings Group (or any successor) or P-1 or higher by Moody’s Investors Service, Inc. (or any successor) or, in either case, such other comparable rating, if any, then used by such rating agency.

  • Refinancing Transactions means the issuance and sale of the Notes pursuant to the Offering Memorandum, the incurrence of indebtedness on or about the Issue Date pursuant to any Credit Agreement and/or the repricing, refinancing, amendment, restatement or supplement, in whole or in part, of any Credit Agreement and the redemption (including any satisfaction and discharge in connection therewith) of all of the Company’s outstanding 7.875% Senior Notes due 2019 and the payment of fees and expenses in connection therewith.

  • REAL ESTATE MORTGAGE INVESTMENT CONDUIT (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). [FOR SUBORDINATE CERTIFICATES][THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] [FOR PRINCIPAL BALANCE CERTIFICATES][THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.] [FOR CLASS X-1 AND CLASS X-2 CERTIFICATES][THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.] [FOR REGULATION S GLOBAL CERTIFICATES][PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE CLOSING DATE AND (B) THE COMMENCEMENT OF THE INITIAL OFFERING OF THE CERTIFICATES IN RELIANCE ON REGULATION S, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

  • Financing Event means the earlier of (i) a public offering by the Company of its Common Stock with aggregate gross proceeds of at least $5 million; or (ii) the listing of the Company’s Common Stock on a National Securities Exchange, as such term is defined under the Exchange Act.

  • Exit Financing means the financing under the Exit Facility.

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