Tranche 3 Milestone means satisfaction of each of the following events, subject to reasonable verification by Agent: (a) no Default or Event of Default shall have occurred; (b) satisfaction of the Interest-Only Milestone 1; (c) the registration-enabling trial evaluating Ziftomenib for the treatment of acute myeloid leukemia remains ongoing; (d) Borrower has submitted an IND with respect to KO-2806 and the FDA has allowed Borrower to proceed with clinical studies under such IND; (e) a phase 2 study evaluating the combination of a proprietary farnesyl transferase inhibitor and another targeted therapy has been initiated, in each case subject to reasonable verification by Agent (including any supporting documentation requested by Agent); and (f) either (x) Borrower has drawn the Tranche 1 Advance and Tranche 2 Advance in full or (y) the Tranche 2 Expiration Date has passed.
Tranche 3 Milestone means that Borrower has: (a) announced that the FDA has granted Borrower’s De Novo Classification Request for BT-001, authorizing the marketing of BT-001 for the improvement of glycemic control in patients with type 2 diabetes, and (b) received after the De-SPAC Effective Date and prior to March 15, 2023, at least Forty Million Dollars ($40,000,000) in unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction, but other than (and allowing for) any Liens permitted by clause (a)(ii) and clause (i) of the definition of “Permitted Liens”) net cash proceeds from one or more new bona fide equity financings (excluding any proceeds raised in connection with (A) the PIPE Transaction and the De-SPAC Transactions and (B) sales of equity securities in bona fide venture financing transactions or pursuant to simple (SAFE) agreements for future equity).
Tranche 3 Milestone means: the Tranche 2 Milestone having been satisfied or waived in accordance with this agreement; and [insert description of the Milestone] as evidenced by the receipt by the Investor of a duly completed Milestone Certificate;] Warranties means the representations and warranties set out in Schedule 4; Warranty Claim means a claim by [the Investor][an Investor or Investors] under clause 5. Interpretation: In this agreement unless the context indicates otherwise: Defined Expressions: expressions defined in the main body of this agreement have the defined meaning throughout this agreement, including the background;
Examples of Tranche 3 Milestone in a sentence
Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, the Loan Parties’ satisfaction of the applicable conditions set forth in Sections 2.2(a), 4.2 and 4.3 hereof) and the achievement of the Tranche 3 Milestone, on or prior to December 15, 2023, Borrower may request, and the Lenders shall severally (and not jointly) make, no more than one (1) additional Term Loan Advance in an aggregate principal amount of Ten Million Dollars ($10,000,000) (the “Tranche 3 Advance”).
The reference in the definition of Tranche 3 Milestone to May 15, 2016 is hereby replaced and superseded for all purposes by a reference to November 15, 2016.
Subject to the terms and conditions of this Agreement, beginning on the date the Tranche 3 Milestone is satisfied, and continuing through June 15, 2019, Borrower may request one Tranche 3 Term Loan Advance in an aggregate amount of $25,000,000.
More Definitions of Tranche 3 Milestone
Tranche 3 Milestone means the satisfaction of either the following events:
Tranche 3 Milestone means the satisfaction of each of the following events: (a) no Default or Event of Default shall have occurred and be continuing and (b) Parent shall have stated in Parent’s public filings with the Securities and Exchange Commission (as confirmed by Agent in its reasonable discretion) that it has received FDA acceptance of Borrower’s first BLA for either indications related to (i) the commercialization of RP1 for the treatment of patients with CSCC or (ii) the commercialization of RP1 for the treatment of patients with Melanoma who failed anti-PD1 therapy.
Tranche 3 Milestone means the satisfaction of each of the following events: (a) no Default or Event of Default shall have occurred and be continuing and (b) Borrower shall have delivered evidence satisfactory to Agent (as determined by Agent in its sole discretion) that Borrower has achieved
Tranche 3 Milestone means (a) Event of Default shall have occurred and be continuing; and (b) Lender’s investment committee approval, in its sole discretion, to make the Tranche 3 Term Loan Advance.
Tranche 3 Milestone means the satisfaction of each of the following events: (a) no Default or Event of Default shall have occurred and be continuing and (b) Parent shall have stated in Parent’s public filings with the Securities and Exchange Commission (as confirmed by Agent in its reasonable discretion) that it has received FDA acceptance of Borrower’s first BLA for either indications related to (i) the commercialization of RP1 for the treatment of patients with CSCC or (ii) the commercialization of RP1 for the treatment of patients with Melanoma who failed anti-PD1 therapy. “Tranche 4” means the Advances pursuant to Section 2.2(d). “Tranche 4 Facility Charge” means zero point five percent (0.50%) of each Tranche 4 Advance, which is payable to the Lenders in accordance with Section 4.2(f). “Tranche 5” means the Advances pursuant to Section 2.2(e). “Tranche 5 Facility Charge” means zero point five percent (0.50%) of each Tranche 5 Advance, which is payable to the Lenders in accordance with Section 4.2(g). “Tranche 6” means the Advances pursuant to Section 2.2(f). “Tranche 6 Facility Charge” means zero point five percent (0.50%) of each Tranche 6 Advance, which is payable to the Lenders in accordance with Section 4.2(h). “UCC” means the Uniform Commercial Code as the same is, from time to time, in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as the same is, from time to time, in effect in a jurisdiction other than the State of New York, then the term “UCC” shall mean the Uniform Commercial Code as in effect, from time to time, in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions. “Unrestricted Cash” means unrestricted Cash of Borrower maintained in Deposit Accounts or other accounts in Borrower’s name subject to an Account Control Agreement in favor of Agent. “UK” means the United Kingdom. “UK Bail-In Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment fir...
Tranche 3 Milestone means the satisfaction of each of the following events: (a) the full drawdown of the Tranche 2 Term Loan Advances, (b) the delivery, by Borrower to Agent, of evidence reasonably satisfactory to Agent that, after the Closing Date and on or prior to December 15, 2023, Borrower has received unrestricted (not subject to any clawback, redemption, escrow or other similar contractual restrictions) net new cash proceeds of at least Seventy Million Dollars ($70,000,000) in the aggregate from (x) the issuance of Equity Interests, (y) the issuance of Permitted Convertible Debt and/or (z) upfront proceeds from business development transactions, and (c) the delivery, by Borrower to Agent, of a report satisfactory to Agent with supporting calculations in detail reasonably satisfactory to Agent showing that, after the Closing Date and on or prior to November 30, 2023, Borrower has achieved at least [****] of cumulative Net Product Revenue; provided, that if a default or an Event of Default shall have occurred and be continuing at the time the foregoing events have been satisfied or at the time of delivery of such items required by clauses (b) and (c) above, the Tranche 3 Milestone shall not be deemed to have been achieved until the first date on which such default or Event of Default is cured, waived or no longer continuing.
Tranche 3 Milestone means the acceptance of the IND by the FDA ( i.e. , when the period for FDA comment on the IND terminates or, if the FDA has comments, when the Company has responded to such comments and the FDA has no further comments), so long as such acceptance occurs on or before (x) the later of May 15, 2016 or three months following the Tranche 2 Closing or (y) any later date agreed to by the Purchasers.