Subsequent Capital Raise definition

Subsequent Capital Raise means any transaction or series of transactions that occur after the Initial Closing Date in which the Company or any of its Subsidiaries obtain, incur, assume or secure any funding, from sources other than the Purchasers (or their affiliates), through the issuance of equity or indebtedness in an aggregate amount of not less than $25,000,000.00 (unless such amount as is waived by the Purchasers in their sole discretion), other than funding that is solely related to, and secured by, specific Aircraft (as defined in the Certificate of Designation).
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Subsequent Capital Raise means a private offering or offerings of Common Stock for cash with aggregate total consideration of $10,000,000 or more. For purposes of determining whether a condition set forth in Section 2(a) has been satisfied, the consideration received from each such private offering shall be aggregated. Notwithstanding the foregoing, the issuance of the following shall not be considered to be a Subsequent Capital Raise, nor shall consideration received from the issuance of any of the following be considered for purposes of determining whether a Subsequent Capital Raise has occurred or a condition set forth in Section 2(a) has been satisfied: (i) Offering Shares; (ii) shares of Common Stock issued in connection with any merger, acquisition of some or all of the business or assets of any third party or any similar corporate transaction; (iii) shares of Common Stock issued pursuant to any Company benefit, incentive, stock ownership or similar plan including, but not limited to, pursuant to the exercise of stock options or the vesting of shares of restricted stock; or (iv) any debt of the Company or any equity securities of the Company other than Common Stock.
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Examples of Subsequent Capital Raise in a sentence

  • Upon the Company’s receipt of the Proceeds Notice, the Company shall allocate the proceeds from such Subsequent Capital Raise as specified in the Proceeds Notice within five (5) Business Days of such receipt.

  • For the avoidance of doubt, the Purchasers shall not have the Allocation Right if the capital raised in such Subsequent Capital Raise does not exceed $50 million.

  • The issuance of Telik’s shares of Common Stock and Preferred Stock in the Merger and in the Subsequent Capital Raise described above, amendments of the Telik charter related to an increase in the authorized number of shares of Telik Common Stock and Preferred Stock and a potential reverse stock split to maintain Nasdaq listing maintenance standards and other transactions contemplated by the Merger Agreement are subject to approval by Telik’s stockholders.

  • The Company shall pay the Reimbursement Fee by wire transfer of same-day funds to the account designated by the Acquiror within five (5) Business Days of the consummation of the Subsequent Capital Raise Transaction.

  • If as of December 31, 2019, the Company has not Consummated an IPO, a Subsequent Capital Raise or a Change of Control, the Company shall issue with respect to each Offering Share additional shares of Common Stock equal to a 20% increase in the Purchase Price from $28.50, i.e., 0.2 shares of Common Stock for each Offering Share.

  • If on or before December 31, 2018, the Company Consummates: (i) an IPO; (ii) a Subsequent Capital Raise; or (iii) a Change of Control, the Company shall issue with respect to each Offering Share additional shares of Common Stock necessary to achieve a 10% increase from the Purchase Price (the “2018 Make Whole Shares”).

  • In addition, each such commitment letter provides that, in the event that less than $3,000,000 from new investors in the Subsequent Capital Raise and subject to certain terms and conditions that the Company may or may not meet, each investor party to such letter shall purchase shares of a to be authorized series of preferred stock designated as Series C-2 convertible preferred stock at $4.19 per share and in the aggregate amount of up to $3,000,000.

  • If between January 1, 2019 and December 31, 2019, the Company Consummates: (i) an IPO; (ii) a Subsequent Capital Raise; or (iii) a Change of Control, the Company shall issue with respect to each Offering Share additional shares of Common Stock necessary to achieve a 20% increase from the Purchase Price (the “2019 Make Whole Shares”).

  • Substantially all of the investors in the Series C-1 Financing executed a financing commitment letter to purchase a pro rata number of shares of common stock at the lower of $4.19 a share and the lowest price paid in the Subsequent Capital Raise, representing in the aggregate at least $750,000, subject to certain terms and conditions that the Company may or may not meet, including raising at least $3,000,000 from new investors in the Subsequent Capital Raise.

Related to Subsequent Capital Raise

  • First Equity Financing Price means (x) if the pre-money valuation of the Company immediately prior to the First Equity Financing is less than or equal to the Valuation Cap, the lowest price per share of the Equity Securities sold in the First Equity Financing or (y) if the pre-money valuation of the Company immediately prior to the First Equity Financing is greater than the Valuation Cap, the SAFE Price.

  • Next Equity Financing means the next 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)).

  • Initial Dividend Threshold shall have the meaning specified in Section 14.04(d).

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Step-Out Date means the date that is 20 Business Days after the date of a Step-Out Notice;

  • 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.

  • Debt to Capital Ratio means the ratio (expressed as a percentage) of debt to total capital (the sum of debt and equity). This is a measure of financial leverage that the Company considers in capital management planning.

  • Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

  • 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.

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 57.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

  • Term Loan Conversion Date means the Termination Date on which all Revolving Credit Advances outstanding on such date are converted into a term loan pursuant to Section 2.06.

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Tier 2 Capital Event means the receipt by the Company of a legal opinion from counsel experienced in such matters to the effect that the Subordinated Notes do not constitute, or within 90 days of the date of such legal opinion will not constitute, Tier 2 Capital (or its then equivalent if the Company were subject to such capital requirement).

  • Capital Increase shall have the meaning specified in Section 2.1.

  • Term Redemption Date means, with respect to any Series, the date specified as the Term Redemption Date in the Appendix for such Series.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Debt Repayment Triggering Event means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • SOFR Interest Determination Date means the day that is the number of U.S. Government Securities Business Days prior to the Interest Payment Date in respect of the relevant Interest Period, as specified in the applicable Pricing Supplement.In addition to defining the relevant Interest Periods and Interest Payment Dates, the applicable Pricing Supplement shall specify and describe, as applicable, any relevant interest commencement date, interest period end date, interest determination date, index maturity, rate cut-off date, any other terms relating to the particular method of calculating interest on the Compound SOFR Note (including any applicable payment delay, lockout or suspension period, lookback or observation shift) and any other terms applicable specifically to such Compound SOFR Note.Average SOFR NotesUnless otherwise provided for or modified in the applicable Pricing Supplement, Average SOFR Notes will bear interest at a rate per annum equal to Average SOFR (as defined below) plus the Spread.With respect to any Interest Period, unless otherwise specified or modified in the applicable Pricing Supplement, “Average SOFR” will be calculated by the Calculation Agent on each SOFR Interest Determination Date (as defined below) as follows (with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards to 0.00001): 0 Where:

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

  • Common Equity Tier 1 Capital Ratio means (at any time):

  • Monthly Redemption Date means the 1st of each month, commencing immediately upon the nine month anniversary of the Original Issue Date and terminating upon the full redemption of this Debenture.