IP Release Event definition

IP Release Event means, so long as no Event of Default exists, delivery by Borrower to Bank, after the Effective Date, of evidence satisfactory to Bank, in Bank's sole and absolute discretion, that Borrower has achieved net revenue for a period ending after the Effective Date, determined in accordance with GAAP, calculated on a trailing twelve (12) month basis, of at least Ninety-Five Million Dollars ($95,000,000.00).

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

IP Release Event means, provided no Event of Default exists, confirmation by Bank that an Initial Public Offering has occurred.”

IP Release Event has occurred when with respect to an IP Lien Event on any date (a) Borrower’s unrestricted balance sheet cash and Cash Equivalents in one or more Collateral Accounts over which Agent has obtained a Control Agreement with respect to such Collateral Account, plus (b) Excess Availability under the SVB Loan Agreement is equal to or greater than the product of (i) twelve (12) times (ii) the Monthly Cash Burn Amount.”

Examples of IP Release Event in a sentence

• Upon the occurrence of the IP Release Event, provided that no Event of Default exists, the Collateral set forth in Exhibit A hereto shall be deemed amended to simultaneously replace Exhibit A hereto in its entirety and inserting in lieu thereof Exhibit D attached hereto.

• Prior to the occurrence of the IP Release Event, in connection with the delivery to Bank of the Compliance Certificate pursuant to Section 6.2, Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest in such property.

• Prior to the occurrence of the IP Release Event, Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest in such property.

• At Borrower's sale cost and expense, upon the occurrence of the IP Release Event, provided that no Event of Default exists, Bank shall execute and deliver to Borrower all releases, amendments, terminations, and other instruments as may be necessary or proper to release its Liens in the Intellectual Property of Borrower, granted herein, including, without limitation, UCC financing statement amendments and appropriate filings with the U.S. Copyright Office and the U.S. Patent and Trademark Office.

• Upon the occurrence of the IP Release Event, provided that no Event of Default exists, the Collateral set forth in Exhibit A hereto shall be deemed amended to simultaneously replace Exhibit A hereto in its entirety and inserting in lieu thereof Exhibit C attached hereto.

• At Borrower's sole cost and expense, upon the occurrence of the IP Release Event, provided that no Event of Default exists, Bank shall execute and deliver to Borrower all releases, amendments, terminations, and other instruments as may be necessary or proper to release its Liens in the Intellectual Property of Borrower, granted herein, including, without limitation, UCC financing statement amendments and appropriate filings with the U.S. Copyright Office and the U.S. Patent and Trademark Office.

• Upon the occurrence of the IP Release Event, provided that no Event of Default exists, the Collateral set forth in Exhibit A hereto shall be deemed amended to simultaneously replace Exhibit A hereto in its entirety and inserting in lieu thereof Exhibit F attached hereto.

• Notwithstanding the foregoing, the Collateral does not include (a) the Excluded Accounts or (b) following the occurrence of the IP Release Event, the Released Collateral; provided that the Collateral shall at all times include all Accounts and all proceeds of Intellectual Property.

• Upon the occurrence of the IP Release Event, provided that no Event of Default exists, the Collateral set forth in Exhibit A hereto, shall be deemed amended to simultaneously replace Exhibit A hereto in its entirety and inserting in lieu thereof Exhibit E attached hereto.

• Upon the occurrence of the IP Release Event, provided that no Event of Default exists, the Collateral set forth in Exhibit A hereto, shall be deemed amended to simultaneously replace Exhibit A hereto in its entirety and inserting in lieu thereof Exhibit C attached hereto.

More Definitions of IP Release Event

IP Release Event means written confirmation by Agent that Borrower has achieved positive EBITDA for two (2) consecutive calendar quarters.”

IP Release Event is the period beginning on the date Borrower has delivered to Bank evidence, satisfactory to Bank in its sole discretion, that Borrower has received at least Twenty-One Million Dollars ($21,000,000) of gross cash proceeds (provided that Borrower shall only incur a reasonable amount of transaction expenses in connection therewith) from the sale of its equity securities to investors and on terms and conditions reasonably acceptable to Bank, in accordance with the requirements set forth in Section 6.8 hereof.

IP Release Event means, so long as no Event of Default has occurred and is continuing, confirmation in writing from Bank that Borrower has provided Bank with evidence, satisfactory to Bank in Bank’s sole discretion that (a) the Equity Event has occurred, (b) no Event of Default has occurred and is continuing and (c) no Person (other than Bank) has a Lien on Borrower’s Intellectual Property.

IP Release Event shall be deemed to have occurred at the end of any given fiscal month of Borrower if, at the end of such fiscal month, (i) the aggregate outstanding principal amount of the Term Loans is equal to or less than Three Million Dollars ($3,000,000.00) and (ii) the aggregate amount of cash and Cash Equivalents of Borrower that is maintained in Collateral Accounts maintained in accordance with Section 6.6 hereof is equal to or greater than twelve (12) times the Cash Burn as determined at the end of such month plus the minimum cash balance required under Section 6.10 hereof.