Future Financings definition

Future Financings. From the date hereof until such time as the Purchaser no longer holds any of the Securities, in the event the Company issues or sells any shares of Common Stock or securities directly or indirectly convertible into or exercisable for Common Stock (“Common Stock Equivalents”) or amends the transaction documents relating to any sale or issuance of Common Stock or Common Stock Equivalents, if a Purchaser reasonably believes that the terms and conditions thereunder are more favorable to such investors as the terms and conditions granted under the Transaction Documents, upon notice to the Company by such Purchaser the Company shall amend the terms of this transaction and the Transaction documents so as to give the Purchasers the benefit of such more favorable terms or conditions.

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Future Financings has the meaning set forth in Section 3.2(q).

Future Financings means THE AGGREGATE GROSS PROCEEDS OF ANY SALES OF EQUITY SECURITIES OF THE COMPANY (INCLUDING THE NOTES OR ANY OTHER SECURITIES CONVERTIBLE INTO EQUITY SECURITIES OF THE COMPANY), AND THE AGGREGATE GROSS PROCEEDS OF ANY CORPORATE PARTNERING OR CORPORATE LICENSING TRANSACTIONS, BUT SHALL EXCLUDE THE SALE OF PRODUCTS IN THE ORDINARY COURSE OF BUSINESS AND REVENUES RESULTING FROM ANY AGREEMENT IN EFFECT AS OF THE BRIDGE CLOSING DATE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH FUTURE FINANCING INCLUDES: (A) ALL PAYMENTS MADE FOR EQUITY SECURITIES, EQUITY SECURITY RIGHTS OR SIMILAR RIGHTS, (B) TECHNOLOGY ACQUISITION OR ACCESS FEES OR SIMILAR UP-FRONT PAYMENTS, (C) OTHER FUTURE PAYMENTS TO BE MADE TO THE CORPORATION, ANY OF ITS AFFILIATES OR ITS EMPLOYEES FOR THE BENEFIT OF THE CORPORATION, FOR WHICH THE PAYOR IS OBLIGATED EITHER ABSOLUTELY OR UPON THE ATTAINMENT OF MILESTONES, (D) FUNDING PROVIDED BY ANY INVESTOR (THROUGH REIMBURSEMENT OR OTHERWISE) RELATIVE TO RESEARCH AND DEVELOPMENT, CLINICAL TRIALS AND RELATED EXPENDITURES, PROVIDED THAT SUCH WORK IS PERFORMED OR MANAGED BY THE CORPORATION OR ANY OF ITS AFFILIATES AND (E) THE REPAYMENT OR ASSUMPTION BY ANY PARTY OF OBLIGATIONS OF THE CORPORATION ANY OF ITS AFFILIATES, INCLUDING INDEBTEDNESS FOR MONEY BORROWED OR AMOUNTS OWED BY THE CORPORATION OR ANY OF ITS AFFILIATES TO INVENTORS OR OWNERS OF TECHNOLOGY. IT IS FURTHER UNDERSTOOD THAT FUTURE FINANCINGS SHALL NOT BE REDUCED BY THE AMOUNT OF ANY EXPENSES, FEES, DISCOUNTS OR COMMISSIONS INCURRED DURING THE UNDERTAKING OF SUCH FINANCING.

Examples of Future Financings in a sentence

• The Company shall provide each Purchaser with (i) express prior written notice of a Future Financing, and (ii) all required documentation requested by the Purchaser related to any Future Financing all no later than ten (10) business days prior to the final date of the offering period (or other applicable investment period) for any such Future Financings.

• Financings in which the Company receives proceeds of one million dollars or greater or excluded from the Terms of Future Financings.

• Section 3.12 Future Financings; Right of First Offer and Refusal....

• Subject to Section 2.2 and Section 2.3, each Other Major Preferred Holder hereby agrees to vote the Shares that such Other Major Preferred Holder owns or over which such Other Major Preferred Holder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) to waive the Special Mandatory Conversion and any Pay-to-Play Provisions that may be implemented in the future, if any, in connection with Future Financings (the “Conditional Waiver”).

• The Company shall give 10 days' prior written notice (the "Offer Notice") to the Investor of any Future Financings which it proposes to make, which shall include information as to the type of Voting Securities to be offered, the estimated price thereof and other terms of such offering.

• As a condition to the Subsequent Financing, the investors therein require that the Company grant such investors the exclusive right to participate in Future Financings.

• Such fees shall be paid with respect to such Future Financing if, as and when the closing thereof occurs and shall be paid directly out of the gross proceeds from the Future Financings by wire transfer or by delivery to ▇▇▇▇▇▇▇ ▇▇▇▇▇ of a certified or official bank check or checks payable to its order in immediately available funds.

• The Company and the Holders acknowledge and ratify the entire contents of Section 3.8 of the Purchase Agreements, respectively, and agree that such provisions and covenants relating to Future Financings shall remain in full effect as if such provisions and covenants were made with respect to the Series A2 Preferred Stock, the Series B2 Preferred Stock and the Warrants offered for exchange herein.

• Except for any Future Financings and/or as provided in the SEC Reports, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto and for a period of no longer than two (2) years from the Closing Date) may include securities of the Company in a Registration Statement other than the Registrable Securities, and the Company shall not prior to the Effective Date enter into any agreement providing any such right to any of its security holders.

• It is understood that the obligations of CIBC are to use reasonable efforts to place the Notes and the securities offered in the Figure Financing and there is no obligation on the part of CIBC to purchase, and no obligaion on the part of the Company to offer or sell, the Notes or the securities offered in the Future Financings (except as may be superseded by fixture underwriting agreements with respect to the Future Financings).

More Definitions of Future Financings

Future Financings means the aggregate gross proceeds of any sales of equity securities of the Company (including the Notes or any other securities convertible into equity securities of the Company), and the aggregate gross proceeds of any corporate partnering or corporate licensing transactions, but shall exclude the sale of products in the ordinary course of business and revenues resulting from any agreement in effect as of the Closing Date. Without limiting the generality of the foregoing, such Future Financing includes: (a) all payments made for equity securities, equity security rights or similar rights, (b) technology acquisition or access fees or similar up-front payments, (c) other future payments to be made to the Company, any of its affiliates or its employees for the benefit of the Company, for which the payor is obligated either absolutely or upon the attainment of milestones, (d) funding provided by any investor (through reimbursement or otherwise) relative to research and development, clinical trials and related expenditures, provided that such work is performed or managed by the Company or any of its affiliates and (e) the repayment or assumption by any party of obligations of the Company or any of its affiliates, including indebtedness for money borrowed or amounts owed by the Company or any of its affiliates to inventors or owners of technology. It is further understood that Future Financings shall not be reduced by the amount of any expenses, fees, discounts or commissions incurred during the undertaking of such financing. If necessary, the Directors of the Company will elect each such person to the Board of Directors of the Company by creating a new position on the Board of Directors promptly following such person's nomination by Purchasers and shall nominate such person for election in connection with any stockholder vote for Directors, and the Company will use its best efforts to ensure that the stockholders of the Company agree to vote all their securities in favor of such person's election. The Company agrees to vote all voting securities for which the Company holds proxies, granting it voting discretion, or is otherwise entitled to vote, in favor of, and to use its best efforts in all respect to cause, the election of each such individual proposed by the Partnership and the Trust. In the event that a vacancy is created on the Board of Directors at any time by the death, disability, resignation or removal (with or without cause) of any such individual ...