Capital Raising Transaction means the sale of equity securities of the Bank pursuant to the offering described in the Confidential Private Offering Memorandum dated January 20, 2010 (as supplemented by the Supplement thereto dated January 21, 2010), and any subsequent sale of equity securities, or subsequent offering of equity securities in connection with an acquisition or business combination, the result of which it to increase the tangible net worth of the Bank.
Capital Raising Transaction means any issuance of debt or equity securities (including, without limitation, any shares of capital stock, securities convertible in to or exchangeable for shares of capital stock, or warrants, options or other rights for the purchase or acquisition of such shares, and other ownership or profit interests (including, without limitation, partnership, member or trust interest therein), whether voting or nonvoting) of the Company and/or any of its Subsidiaries for cash occurring after the Original Issue Date.
Capital Raising Transaction means, collectively, the issuance of (i) equity securities of the Company (including Company Common Stock), whether or not currently authorized, (ii) debt securities, loans or other indebtedness of the Company, whether or not convertible into equity securities and (iii) any rights, options, or warrants to purchase any of the foregoing, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for any of the foregoing. For the avoidance of doubt, the issuance of Exempted Securities shall not be considered a Capital Raising Transaction.” ii. ““Note” means the Convertible Promissory Note, dated as of February 18, 2022, between the Company and Innoviva Strategic Opportunities LLC.” iii. ““Sales Agreement” means the Sales Agreement, dated as of August 27, 2021, between the Company and Cantor Xxxxxxxxxx & Co. and any other similar agreement pursuant to which the Company may offer and sell shares of Company Common Stock in an at-the-market offering.” iv. ““Strategic Transaction” means any proposed sale or material licensing transaction with respect to the Company’s product candidate sulbactam-durlobactam in the United States, the European Economic Area or the United Kingdom.” v. ““Warrants” mean the warrants to purchase shares of Company Common Stock issued to the Purchaser or to Innoviva Strategic Opportunities LLC, as applicable, pursuant to the Purchase Agreement, the Securities Purchase Agreement, dated as of August 27, 2020, between the Company and the Investors named therein, the Securities Purchase Agreement, dated as of May 3, 2021, between the Company and Innoviva Strategic Opportunities LLC and the warrants to purchase shares of Company Common Stock issuable upon the conversion of the Note.”
Examples of Capital Raising Transaction in a sentence
A majority of each of these board committees shall consist of directors who are not officers or employees of the subsidiary or the Holding Company or any affiliate, and no employees, officers or directors of or legal counsel to any of the underwriters for the REVERSE MERGER/ACQUISITION or any Other Capital Raising Transaction shall serve on such committees.
The securities offered in any such Other Capital Raising Transaction shall have features substantially similar to those described on Exhibit L.
Neither the subsidiary nor the Holding Company will enter into an underwriting agreement for the REVERSE MERGER/ACQUISITION or any Other Capital Raising Transaction if it is notified that the Chairman has not received confirmation from its financial advisors to the effect that the subsidiary, the Holding Company and the underwriters for the offerings have complied in all material respects with the requirements of this Section 5.2(g).
Any Milestone fees actually paid pursuant to this clause 2(b) will be credited towards fees payable pursuant to clause (5) (b) of this paragraph, provided that in the event a Capital Raising Transaction of the type describe in Clause 5 (b) is not consummated, then any Milestone fees paid to Merrill Lynch pursuant to this clause 2(b) will be refunded to the Company by Merrill Lynch.
Any Capital Raising Transaction fees actually paid pursuant this clause in excess of $3,000,000, will result in a reduction of the fees payable pursuant to clauses (3), (6) and (8) of this paragraph.
More Definitions of Capital Raising Transaction
Capital Raising Transaction has the meaning set forth in Section 4.5(a).
Capital Raising Transaction has the meaning set forth in Section 2.2(a).
Capital Raising Transaction means any offer, sale or other issuance of Preferred Shares except for such offer, sale or other issuance of Preferred Shares conducted in connection with strategic alliances, strategic mergers and acquisitions and strategic partnerships with any person other than an Affiliate of the Company, provided that (A) the number of shares of Common Shares into which all Preferred Shares issued in a transaction that is not a Capital Raising Transaction could be converted and for which such Preferred Stock could be exchanged, do not in the aggregate, exceed more than 5% of the Common Shares issued and outstanding immediately prior to the date hereof adjusted for any stock split, reverse stock split or similar transaction, (B) the primary purpose of such issuance is not to raise capital as determined in good faith by the Board, (C) the purchaser or acquirer of such Preferred Shares in such issuance solely consists of either (1) the actual participants in such strategic alliance or strategic partnership, (2) the actual owners of such assets or securities acquired in such merger or acquisition or (3) the shareholders, partners or members of the foregoing persons, (D) the number or amount (as the case may be) of such Preferred Shares issued to such person by the Company shall not be disproportionate to such person’s actual participation in such strategic alliance or strategic partnership or ownership of such assets or securities to be acquired by the Company (as applicable), and (E) such Preferred Shares are issued as “restricted securities” (as defined in Rule 144) and shall not have registration rights that would conflict with Section 7. 20
Capital Raising Transaction means any issuance of shares of Common Stock or other securities of any type whatsoever (for the avoidance of doubt excluding a distribution of rights pursuant to a shareholder rights plan issued for no consideration) that are or may become convertible or exchangeable into shares of Common Stock, other than in a private transaction with a Person that (i) alone or with or through its Affiliates has (or will have in connection with a Capital Raising Transaction) a strategic relationship (including, for the avoidance of doubt, commercial relationships with customers, suppliers, vendors, distributors, etc.) with the Company or any of its Affiliates and (ii) is not acting as an initial purchaser for further distribution of such securities. Notwithstanding the foregoing, (A) a Capital Raising Transaction shall not include any issuance of shares of Common Stock or other securities (x) in connection with an acquisition, merger, share exchange, business combination or similar transaction by or involving the Company or any of its Affiliates or (y) in connection with director and employee compensation or incentive plans of the Company or any of its Affiliates, and (B) with respect to shares of Common Stock sold in any underwritten public offering, the Company or the underwriters for such offering shall have no obligation pursuant to this Section 2.2 (including any obligation to give notice or reserve any securities or be required to allow the Shareholder to subscribe for any securities). Notwithstanding anything in this Agreement to the contrary, a Capital Raising Transaction that involves solely the issuance of Common Stock shall not require the delivery of the Participation Notice and the Shareholder shall not have a Participation Right with respect to such issuance.
Capital Raising Transaction means, to the extent reasonably necessary in the Debtors’ business judgment and with the consent of the Priority First Lien Administrative Agent, a capital-raising or liquidity-generating transaction arranged by the Priority First Lien Administrative Agent to provide the Debtors with sufficient capital (whether in the form of exit financing or otherwise) to allow for the implementation and effectiveness of the Plan, on terms and conditions reasonably acceptable to the Debtors.
Capital Raising Transaction means a transaction or series of transactions which, directly or indirectly, raise capital or have the effect of raising capital for any Borrower, whether as the result of the sale, transfer or swap of any equity security, any debt instrument or otherwise.
Capital Raising Transaction means any transaction or series of transactions whereby any Capital Stock, equity securities, equity-linked securities, hybrid equity securities, debt securities (including debt securities convertible into equity) or other Indebtedness for borrowed money is issued or guaranteed by Parent, the Borrower or any Subsidiary, except for (a) on or prior to the Merger Closing Date, drawings under the revolving facility provided under the Company JPM Facility, (b) on or after the Merger Closing Date, any proceeds of, or drawings under, the Combined Facility, (c) any exchange offer pursuant to which any outstanding registered debt securities of Parent, the Borrower or any Subsidiary are exchanged for newly issued debt securities of Parent, the Borrower or any Subsidiary, (d) any intercompany Indebtedness among Parent and its Subsidiaries, (e) ordinary course deferred purchase price obligations, (f) ordinary course Capital Leases, letters of credit and purchase money and equipment financings and (g) ordinary course assumption of Indebtedness in connection with acquisitions in the ordinary course of business.