Subsequent Financing Securities definition

Subsequent Financing Securities means, with respect to any Subsequent Financing, the class and series of common stock, convertible preferred stock or other equity security of the Company, whether or not currently authorized (or instruments exercisable for or convertible into shares of common stock, convertible preferred stock or other equity securities of the Company), sold and issued by the Company to the investor purchasers in such Subsequent Financing.
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Subsequent Financing Securities means: (i) any Common Stock, preferred stock or other security of the Company, (ii) any security convertible or exercisable, with or without consideration, into any Common Stock, preferred stock or other security of the Company, or (iii) any promissory note, debenture or other debt issued by the Company.
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Subsequent Financing Securities means shares of the LICENSEE’S Series A Preferred Stock or shares of any other convertible preferred equity security hereafter issued and sold by the LICENSEE (or to be issued and sold by the LICENSEE contingent upon the occurrence of any milestone or similar event, or upon the satisfaction of one or more conditions) in a bona fide, arm’s length equity financing transaction with an unrelated third party.
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Examples of Subsequent Financing Securities in a sentence

  • The Subsequent Financing Securities to be issued to the Holder in the Subsequent Financing shall be identical in all respects to the securities issued by the Borrower in the Subsequent Financing and the Holder shall have all the rights and benefits (including the benefits of any representations and warranties, preemptive rights, rights of first offer, co-sale rights and other similar rights) accorded to the purchasers of the Subsequent Financing Securities.

  • Buyer, whether or not participating in a particular Subsequent Financing, shall have the right, exercisable at any time prior to the Notice Termination Time for such Subsequent Financing, to accept Subsequent Financing Securities and the Subsequent Financing Terms of such Subsequent Financing in lieu of the Securities and the terms of this Agreement (“MFN Right”).

  • Each Hercules Purchaser purchasing Subsequent Financing Securities shall be an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”).

  • In the event the Company has not sold the Subsequent Financing Securities or entered into an agreement to sell the Subsequent Financing Securities within twenty (20) days following the giving of notice to Lenders under Section 9(q), the Company shall not thereafter issue or sell any Subsequent Financing Securities without first offering such securities to the Lenders in the manner provided above.

  • The Fully-Exercising Holders shall thereafter have ten (10) days from the date of receipt of such written notice to agree to purchase all or any portion of such available Subsequent Financing Securities; in the event that the Fully-Exercising Holders collectively elect to purchase more than the available Subsequent Financing Securities, the Subsequent Financing Securities shall be made available to the Fully-Exercising Holders ratably, in accordance with their respective Pro Rata Portions.

  • If one or more Lenders exercises its right of first offer hereunder, the closing of the purchase of the Subsequent Financing Securities with respect to which such right has been exercised shall take place within twenty (20) days following the giving of notice to Lenders under Section 9(q) hereof.

  • In the event the Company proposes to undertake an issuance of Subsequent Financing Securities, it shall give the Lenders written notice of its intention, describing the type of Subsequent Financing Securities and the price and terms upon which the Company proposes to issue the same and the proposed closing date of the issuance of Subsequent Financing Securities, which shall be within twenty (20) calendar days from the date of such notice.

  • Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of Common Stock, Subsequent Financing Securities or Qualified Financing Securities, as the case may be.

  • Each Hercules Purchaser purchasing Subsequent Financing Securities shall be an “accredited investor” as defined in Regulation D promulgated under the Act.

  • The terms of the conversion of this Note into the Subsequent Financing Securities shall be as set forth in that certain Letter of Intent by and between the Company and Strategic Consulting Group, Inc., dated as of April 7, 2011 regarding the Bridge Loan advances contemplated therein (the “LOI”).


More Definitions of Subsequent Financing Securities

Subsequent Financing Securities means the equity or debt securities issued and sold in a Subsequent Financing.
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Subsequent Financing Securities means, with respect to any Subsequent Financing, the class and series of common stock, convertible preferred stock or other equity security of the Company, whether or not currently authorized (or instruments exercisable for or convertible into shares of common stock, convertible preferred stock or other equity securities of the Company), sold and issued by the Company to the investor purchasers in such Subsequent Financing.The purchase by each Hercules Purchaser of Subsequent Financing Securities in any Subsequent Financing shall be made, subject to the provisions of this letter (and subject to Hercules’ rights set forth in the Loan Agreement (as defined below)), upon the same terms and conditions (including, without limitation, price) as purchases by the other investor purchasers of Subsequent Financing Securities therein, and each such Hercules Purchaser shall execute the definitive stock or securities purchase agreement, investor rights agreement, stockholders agreement, voting agreement and other agreements and documents (collectively, the “
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Related to Subsequent Financing Securities

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

  • Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Existing Securities means, collectively, the Equity Securities and the Debt Securities.

  • Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.

  • Controlling Securities means (i) the Class A Notes so long as the Class A Notes are outstanding, (ii) after the Class A Notes are no longer outstanding, the Class B Notes so long as the Class B Notes are outstanding and (iii) after the Class B Notes are no longer outstanding, the Class C Notes so long as the Class C Notes are outstanding.

  • Underlying Securities means any securities issuable on conversion, exchange or exercise of compensation securities.

  • NIM Securities As defined in the tenth Recital to this Agreement.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • Qualifying Securities means securities issued by the Issuer that:

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • APM Qualifying Securities means, with respect to an Alternative Payment Mechanism or any Mandatory Trigger Provision, one or more of the following (as designated in the transaction documents for any Qualifying Capital Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision, as applicable):

  • Concurrent Financing means the various third party financing arrangements the Company is executing pursuant to the agreements described on Schedule 2.1(c)(i) (the “Concurrent Financing”) separate and apart from the transactions contemplated by this Agreement.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Lock-Up Securities has the meaning set out in Section 5(l).

  • Series B Securities means the 11-1/2% Senior Notes due 2007, Series B, of the Company to be issued pursuant to this Indenture in exchange for the Series A Securities pursuant to the Registered Exchange Offer and the Registration Rights Agreement.

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

  • Series D Warrants means series D share purchase warrants of the Corporation issued to RTIH on May 22, 2012 in connection with the 2012 Rights Offering in accordance with the 2012 MoA, the terms of which are more particularly described under the heading “General Development of the Business – Agreements with the Rio Tinto Group – 2012 MoA”.

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • Riskless principal transaction means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

  • Subsequent Notes means any Notes issued after the First Issue Date on one or more occasions.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Redemption Securities means any debt or equity securities of the Corporation, any Subsidiary or any other corporation or other entity, or any combination thereof, having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), has a value, at the time notice of redemption is given pursuant to paragraph (d) of this Section 5, at least equal to the Fair Market Value of the shares to be redeemed pursuant to this Section 5 (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).

  • Initial Debentures means the Debentures designated as “9.5% Unsecured Convertible Debentures” and described in Section 2.5;