Financing Event Clause Samples

Financing Event. An initial public offering by CNC or, in the alternative, some other private financing in either event totaling no less than $40 million (including for such purposes an aggregate of $15 million to be invested in CNC by WCG as further described in this sentence) to be completed no later than October 31, 1997 in which WCG agrees to purchase at least $12 million of CNC common stock and, if requested by CNC, to convert the $3 million loan in accordance with the Convertible Promissory Note of even date herewith. In the event that an initial public offering is not consummated, but a private Financing Event occurs, WCG will, subject to the satisfactory completion of due diligence and the receipt of necessary corporate and other approvals, invest $12 million and, if requested by CNC, convert the $3 million loan, if the terms and conditions as set by the lead investor of the private Financing Event are acceptable to WCG. WCG's investment participation in the Financing Event is expressly contingent upon CNC's satisfaction of all the conditions set forth in Sections 3, 4, 5, and 6 of the Memorandum of Understanding between CNC and WCG dated May 30, 1997.

Financing Event. At any time after the Effective Date, the receipt by MP, in a single transaction or series of related transactions, of funding of at least [***] but less than [***].

Financing Event. Deliver evidence to Bank, reasonably satisfactory to Bank, on or prior to January 31, 2023, that the Financing Event occurred on or prior to such date.

Financing Event. Either (a) the receipt of equity funding of at least Seven Million Dollars (US $7,000,000) by MP from a private investor or group of investors or (b) the receipt of equity funding by MP as a result of the initial public offering of securities of MP pursuant to an effective registration statement under the Securities Act of 1933, as amended. GROSS MARGINS. The sum total of Gross Transaction Margins and Advertising Revenues derived pursuant to this Agreement. GROSS TRANSACTION MARGINS. Aggregate amounts paid by AOL Purchasers in connection with the sale, licensing, distribution or provision of any MP Products, but excluding, in each case, the price paid to suppliers for the products and/or services sold, credit card charges, credits and chargebacks for returned or canceled goods or services, refunds, handling and shipping charges (to the extent such charges are competitive) and amounts collected for sales or use taxes or duties.

Financing Event. If the Company is a party to a Financing Event (defined below), and the Company’s Board of Directors or Audit Committee, as applicable, determines that Consultant contributed in a material way to the Financing Event, then the following number of Stock Options will vest: (i) if the closing of the Financing Event occurs on or before March 31, 2007, then 60,000 of the outstanding and unvested Stock Options will vest immediately; or (ii) if the closing of the Financing Event occurs on or before December 31, 2007, then 30,000 of the outstanding and unvested Stock Options will vest immediately. If vesting of the Stock Options is accelerated pursuant to this Section, the remaining unvested Stock Options shall be redistributed pro-rata in equal monthly installments over the 48-month vesting period set forth in Section 3(b). For purposes of this Section, a “Financing Event” shall mean the receipt by the Company of $15 million in one or more related transactions of equity or debt, or a combination of equity or debt. For purposes of this Section, Consultant will be considered to have contributed to a Financing Event “in a material way” if, in the Board of Directors’ or Audit Committee’s determination, the Financing Event occurs as a result of his direct and active provision of the Services listed on Exhibit A.

Financing Event. At each and every Transaction (as defined herein) in which the Company completes a Financing (as defined herein) of at least $15,000,000 (in one or more closings within a twelve (12) month period), [Subscriber]’s Volume Warrants to purchase shares of Common Stock will become issuable in accordance with the following schedule: $350,000,000 to $499,999,999 400,000 400,000 $500,000,000 to $749,999,999 200,000 600,000 $750,000,000 to $999,999,999 300,000 900,000 $1,000,000,000 or more 450,000 1,350,000 [Subscriber]’s Volume Warrants to purchase shares of Common Stock will become issuable at each threshold in the above schedule only once. If the Company has a $15,000,000 Financing (in one or more closings within a 12 month time period) with a Pre-Money Valuation of $600,000,000, then [Subscriber]’s Volume Warrants to purchase up to 600,000 shares of Common Stock will become issuable (400,000 + 200,000). $350,000,000 to $499,999,999 400,000 400,000 $500,000,000 to $749,999,999 200,000 600,000 $750,000,000 to $999,999,999 300,000 900,000 $1,000,000,000 or more 450,000 1,350,000 If the Company has a second Financing of at least $15,000,000 (in one or more closings within a 12 month time period) with a Pre-Money Valuation of $900,000,000, [Subscriber]’s Volume Warrants to purchase up to 300,000 shares of Common Stock will become issuable bringing the total number of shares of Common Stock [Subscriber] may purchase from the Volume Warrants that become issuable under this Section 2 to 900,000 shares (400,000 + 200,000 + 300,000). $350,000,000 to $499,999,999 400,000 400,000 $500,000,000 to $749,999,999 200,000 600,000 $750,000,000 to $999,999,999 300,000 900,000 $1,000,000,000 or more 450,000 1,350,000 If the Company has a third Financing of at least $15,000,000 (in one or more closings within a 12 month time period) with a Pre-Money Valuation of $1,100,000,000, [Subscriber]’s Volume Warrants to purchase up to 450,000 shares of Common Stock will become issuable, bringing the total number of shares of Common Stock [Subscriber] may purchase from the Volume Warrants that become issuable under this Section 2 to 1,350,00 shares (400,000 + 200,000 + 300,000 + 450,000). $350,000,000 to $499,999,999 400,000 400,000 $500,000,000 to $749,999,999 200,000 600,000 $750,000,000 to $999,999,999 300,000 900,000 $1,000,000,000 or more 450,000 1,350,000

Financing Event. Upon the occurrence of any Financing --------------- Event (as hereinafter defined), 100% of the cash proceeds of the Financing Event (net of the expenses the Borrower incurred in connection with the Financing Event) shall be utilized to repay the principal and accrued but unpaid interest (first to accrued but unpaid interest and second to principal) of the Advances until the Advances, together with all accrued but unpaid interest, and all other amounts payable under this Agreement or the Note, have been fully paid. The term "Financing Event" means that the Borrower shall have completed a sale or sales of securities of the Borrow (whether represented by debt, equity or a combination thereof) and/or shall have obtained debt financing or financings following the date of this Agreement where the cash proceeds thereof (net of the expenses of the Borrower incurred in connection with the Financing Event) is equal to or exceeds fifty million dollars ($50,000,000.00) in the aggregate.

Financing Event. For purposes of this Agreement, a “Financing Event” is defined as the closing of a transaction or series of transactions that are approved by the Board and in which the Company receives at least $8 million of paid-in capital, which may include the second half 2017 financing tranche or a Series C financing. The determination of whether a Financing Event has occurred will be in the sole discretion of the Board.

Financing Event. A Financing Event does not occur, or Borrower fails to provide evidence of same to Collateral Agent, on or before September 30, 2008. For the avoidance of doubt, at any time prior to September 30, 2008, the failure of the Acquisition Event to occur will not, by itself, constitute an Event of Default under Section 8.3 above.