Financing Transaction. The Loan is (or shall be) evidenced by debt instruments that are intended to be accounted for as “debt” on the balance sheet of Borrower, and Borrower shall account for the Loan as “debt” in all financial statements prepared by or on behalf of Borrower.
Financing Transaction. Neither Orion nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in the Securities Act) in connection with the offer or sale of any of securities offered and sold in connection with the Financing Transaction. Neither Orion nor any of its Affiliates, nor any Person acting on its or their behalf, has directly or indirectly made any offers or sales of any securities of any Orion Party, or solicited any offers to buy any such securities, under circumstances that would adversely affect reliance by Orion on Section 4(2) for the exemption from registration for the Financing Transaction or would require registration of the securities offered and sold in connection with the Financing Transaction under the Securities Act. The offer and sale of the securities in connection with the Financing Transaction was exempt from the registration requirements of the Securities Act. The shares offered and sold in the Financing Transaction are duly and validly authorized and are validly issued, fully paid and nonassessable, except for restrictions on transfer previously disclosed to investors therein or imposed by Applicable Law.
Financing Transaction. The Financing Transaction shall be completed prior to or concurrently with the Closing.
Financing Transaction. Subject to Section 5(b) of the Note, if, at any time during which the Loan remains outstanding pursuant to the terms of this Agreement the Company consummates a transaction which entails a private or public financing generating gross proceeds of not less than $25.0 million, the then outstanding principal balance and accrued but unpaid interest under the Loan shall be automatically converted into Shares at the Conversion Price up to the Conversion Limitation (if applicable), and the remaining outstanding principal balance and accrued but unpaid interest under the Note, if any, shall be settled in cash pursuant to Section 4(b) of the Note.
Financing Transaction. 3 4.5. Termination of Your Prior Obligations.................... 3 4.6.
Financing Transaction. After the execution of this Agreement by all of the parties hereto, Parent shall engage KSH Investment Group, Inc. and any other investment banker(s), in the discretion of KSH Investment Group, Inc. (the "Investment Banker,), to use their best efforts to offer units of convertible securities for five dollars ($5) per unit, with each unit consisting of: (a) one (1) share of a five dollar ($5.00) Series A six percent (6%) convertible preferred stock of the Parent ("Parent Series A Preferred"), with each such share convertible into ten (10) shares of Parent Common Stock and dividends payable quarterly in Parent Common Stock, and; (b) two (2) redeemable warrants, with each warrant entitling the holder to purchase one (1) share of Parent Common Stock at an exercise price of sixty cents ($.60) for a period of five (5) years from issue date (the units are referred to herein as the "Equity Securities") for such purchase price yielding offering proceeds in the minimum amount of one million dollars ($1,000,000) (the "Minimum Financing Condition") and a maximum of five million dollars ($5,000,000). Based on the value of the Parent Common Stock as of the effective date of the offering, the number of shares of Parent Common Stock into which one share of Parent Series A Preferred is convertible may be changed with the written consent of the Investment Banker and Parent. Notwithstanding anything contained in this Agreement to the contrary, Parent shall retain the sole and exclusive right to accept or reject any transaction or investor without any liability to the Company or the Hotel Stockholders for rejection thereof. The sale of Equity Securities shall commence immediately following or contemporaneously with the Closing, as described under Section 6.3 of this Agreement. V.2
Financing Transaction. Del Mar will use reasonable commercial efforts to complete by December 31, 2010 a Financing Transaction to support the development of Products. If Del Mar fails to complete a Financing Transaction by December 31, 2010, or such later date as approved by Valent (the “Reacquisition Trigger Date”), then Valent shall have the option (the “Reacquisition Option”) exercisable by written notice given by Valent to Del Mar within a period of thirty (30) Days after the Reacquisition Trigger Date (the “Reacquisition Option Period”) to terminate this Agreement and to reacquire the Assigned Patents. If Valent validly exercises the Reacquisition Option within the Reacquisition Option Period, then Del Mar will assign, convey and transfer all its then existing right, title and interest in and to the Assigned Patents and Materials to Valent at no cost to Valent and upon such assignment, conveyance and transfer being complete this Agreement will terminate without further obligation or liability of either Party and each Party will be released from all remaining obligations under this Agreement, subject to Section 10.3(c). If Del Mar completes a Financing Transaction on or before the Reacquisition Trigger Date or the Reacquisition Option Period expires without Valent having validly exercised the Reacquisition Option, then the Reacquisition Option will expire and be of no further force or effect, and will no longer be exercisable by Valent.
Financing Transaction. 6.13 GAAP....................................................................3.8
Financing Transaction. If the Board of Managers approves a Financing Transaction and in connection with such Financing Transaction it is necessary or appropriate (as determined by the Board of Managers) to convert to a “C” corporation under Nevada law:
Financing Transaction. All conditions to the consummation of the Financing (other than the consummation of the Preferred Stock Issuance) or of a replacement financing transaction or transactions, shall have been satisfied or waived and such Financing shall be substantially on the terms and conditions set forth in the term sheet attached hereto as Exhibit VIII or such replacement financing shall be on terms and conditions reasonably satisfactory to Purchaser.
