Company Pre-Closing Financing definition

Company Pre-Closing Financing means an acquisition of Company Common Stock to be consummated prior to the Closing with aggregate gross cash proceeds to the Company of at least $25 million plus €4 million (or the USD equivalent) (inclusive of any proceeds raised pursuant to the sale of convertible promissory notes issued after the date of this Agreement) but not to exceed $95.5 million plus €4 million (inclusive of any proceeds raised pursuant to the sale of convertible promissory notes issued after the date of this Agreement) at a price per share of not less than $1.2096.”
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Company Pre-Closing Financing means the issuance by the Company of any shares of capital stock or equity-linked securities or Indebtedness or other rights exercisable for or convertible into shares of capital stock, in each case, on or after August 25, 2022 and prior to or simultaneously with the Closing, and in each case, in an aggregate amount of up to (x) $15,000,000 or (y) if the Termination Date is extended past May 13, 2023, $20,000,000.
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Company Pre-Closing Financing means an acquisition of Company Common Stock to be consummated prior to the Closing pursuant to the Subscription Agreement with aggregate gross cash proceeds to the Company not to exceed $53,500,000 (not including any conversion of promissory notes (which promissory notes were outstanding as of the date of this Agreement) in connection therewith).
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Examples of Company Pre-Closing Financing in a sentence

  • To the Knowledge of the Company, the proceeds of the Company Pre-Closing Financing will be made available to the Company prior to the consummation of the Merger.

  • There are no conditions precedent related to the consummation of the Company Pre-Closing Financing, other than the satisfaction or waiver of the conditions expressly set forth in the Subscription Agreement (or any other Pre-Closing Financing Agreements).

  • The amendment revises the exchange ratio to be used for purposes of determining the number of shares of Aduro common stock to be received by Chinook stockholders in the Merger to exclude the shares of common stock issued in the Company Pre-Closing Financing from the shares of the Company’s capital stock treated as outstanding for purposes of the exchange ratio.

  • The post-merger ownership is subject to certain assumptions, including, but not limited to, (a) Aduro’s net cash as of closing being equal to $145 million and (b) the Company’s cash and cash equivalents as of closing being equal to $10 million, without giving effect to the Company Pre-Closing Financing.

  • The Company Pre-Closing Financing resulted in the cancellation of the Note Purchase Agreement.

  • The second time the word ‘penalty’ appears, it is deleted, and replaced with the word ‘item’.

  • Neither the Company nor, to the Knowledge of the Company, any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the Company Pre-Closing Financing other than as set forth in the Subscription Agreement.

  • To the knowledge of the Company, the proceeds of the Company Pre-Closing Financing will be made available to the Company prior to the consummation of the Merger.

  • Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, short-term and long-term investments and derivative financial instruments.Management believes that the financial institutions that hold our investments are financially sound and, accordingly, are subject to minimal credit risk.

  • Neither the Company nor, to the Knowledge of the Company, any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the Company Pre-Closing Financing other than as set forth in the Stock Purchase Agreement.


More Definitions of Company Pre-Closing Financing

Company Pre-Closing Financing means an acquisition of Company Common Stock, or any security, instrument or obligation that is convertible into or exchangeable for shares of Company Common Stock in connection with the Closing, to be consummated prior to the Closing pursuant to the Stock Purchase Agreement with aggregate net cash proceeds (calculated after deduction of any brokerage fees and commissions, finders’ fees or financial advisory fees payable with respect to such cash proceeds, but not of any other Company Transaction Costs) to the Company of at least $8,000,000, and at most $12,000,000 (not including any conversion of pre-existing promissory notes in connection therewith), provided that such amount may be increased with Vibrant’s prior written consent (not to be unreasonably withheld, conditioned or delayed).
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Related to Company Pre-Closing Financing

  • First Closing has the meaning set forth in Section 2.1(a).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Second Closing has the meaning set forth in Section 2.2.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • New Services Queue Closing Date means each April 30 and October 31 shall be the Queue Closing Date for the New Services Queue comprised of Interconnection Requests, Completed Applications, and Upgrade Requests received during the six-month period ending on such date. New York ISO or NYISO: “New York ISO” or “NYISO” shall mean the New York Independent System Operator, Inc. or any successor thereto.

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).