Subsequent Financing Transaction Clause Samples

Subsequent Financing Transaction. The Company agrees to use its best efforts to include a minimum of 1,000,000 shares of the common stock, par value $0.001 per share, of the Company (the "Common Stock") held by the Executive in any subsequent financing transaction undertaken by the Company.
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Subsequent Financing Transaction. It is expressly acknowledged and agreed that each of the parties hereto intend to enter into a subsequent debt financing transaction with the Bank or another bank or commercial lending institution, on the terms and for the period set forth in this Section 4 (the "SUBSEQUENT FINANCING TRANSACTION"). In the Subsequent Financing Transaction; the Company intends to borrow up to an aggregate maximum amount of Ten Million Dollars ($10,000,000) for working capital production purposes and each of the Guarantors shall execute a guaranty on terms acceptable to the Bank or another bank or commercial lending institution and an agreement to provide a guaranty to guarantee the Company's performance and satisfaction of its obligations under any and all documents memorializing the Subsequent Financing Transaction. Subject to the buyout provision set forth in Section 4(e) of this Agreement, the Company may enter into the Subsequent Financing Transaction or agreements documenting the Subsequent Financing Transaction at its discretion. The Guarantors shall be obligated to enter into the Subsequent Financing Transaction or agreements documenting the Subsequent Financing Transaction as may be requested by the Company, unless the Company is not current in performing its obligations under this Agreement. With respect to, and in connection with, the Subsequent Financing Transaction entered into among the Company and the Guarantors, the parties hereby agree as follows, which terms shall be binding on the parties:
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Related to Subsequent Financing Transaction

  • Subsequent Financings (a) So long as the Notes remain outstanding, during the period commencing on the Final Closing Date and ending on the date that is twenty-four (24) months following the Final Closing Date, the Company covenants and agrees to promptly notify (in no event later than five (5) days after making or receiving an applicable offer) in writing (a "Rights Notice") each Purchaser of the terms and conditions of any proposed any proposed offer or sale to, or exchange with (or other type of distribution to) any third party (a "Subsequent Financing"), of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including convertible debt securities (collectively, the "Financing Securities"). The Rights Notice shall describe, in reasonable detail, the proposed Subsequent Financing, the names and investment amounts of all investors participating in the Subsequent Financing, the proposed closing date of the Subsequent Financing, which shall be within thirty (30) calendar days from the date of the Rights Notice, and all of the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith. The Rights Notice shall provide each Purchaser an option (the "Rights Option") during the fifteen (15) Trading Days following delivery of the Rights Notice (the "Option Period") to inform the Company whether such Purchaser will purchase up to its pro rata portion of the amount of the securities being offered in such Subsequent Financing on the same, absolute terms and conditions as contemplated by such Subsequent Financing. Each Purchaser shall have an additional five (5) Trading Days to fund the purchase of the securities being offered in such Subsequent Financing. If any Purchaser elects not to participate in such Subsequent Financing, the other Purchasers may participate on a pro-rata basis so long as such participation in the aggregate does not exceed the total amount of the Subsequent Financing. For purposes of this Section, all references to "pro rata" means, for any Purchaser electing to participate in such Subsequent Financing, the percentage obtained by dividing (x) the principal amount of the Notes purchased by such Purchaser at each Closing by (y) the total principal amount of all of the Notes purchased by all of the participating Purchasers at each Closing. Delivery of any Rights Notice constitutes a representation and warranty by the Company that there are no other material terms and conditions, arrangements, agreements or otherwise except for those disclosed in the Rights Notice, to provide additional compensation to any party participating in any proposed Subsequent Financing, including, but not limited to, additional compensation based on changes in the Purchase Price or any type of reset or adjustment of a purchase or conversion price or to issue additional securities at any time after the closing date of a Subsequent Financing. If the Company does not receive notice of exercise of the Rights Option from the Purchasers within the Option Period, the Company shall have the right to close the Subsequent Financing on the scheduled closing date with a third party; provided that all of the material terms and conditions of the closing are the same as those provided to the Purchasers in the Rights Notice. If the closing of the proposed Subsequent Financing does not occur on that date, any closing of the contemplated Subsequent Financing or any other Subsequent Financing shall be subject to all of the provisions of this Section 3.19(a), including, without limitation, the delivery of a new Rights Notice. The provisions of this Section 3.19(a) shall not apply to issuances of securities in a Permitted Financing (as defined below). (b) For purposes of this Agreement, a Permitted Financing (as defined hereinafter) shall not be considered a Subsequent Financing. A "Permitted Financing" shall mean (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Company's securities, (iii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to this Agreement and the Notes, (iv) the Warrant Shares, (v) securities issued in connection with bona fide strategic license agreements, partnering arrangements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock to any employer, officer, director or advisor of the Company for a period of two (2) years following the date of this Agreement so long as the exercise price of such options or warrants is greater than $0.75, (vii) any warrants issued to the placement agent and its designees for the transactions contemplated by this Agreement, (viii) the payment of any accrued interest in shares of Common Stock pursuant to the Notes; and (ix) securities issued to CNET Networks, Inc.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Purchaser Financing Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.