PUBCO PIPE FINANCING definition

PUBCO PIPE FINANCING means the proposed private placement of securities of Pubco which shall close simultaneously with the Merger Closing, pursuant to which Pubco shall sell (either directly or through selling agents) shares of Pubco Common Stock (or securities convertible into Pubco Common Stock, which convertible securities, if issued, must be converted into Pubco Common Stock no later than the date the Commission declares the Pubco PIPE Registration Statement covering, among other securities, the resale of the securities sold in the Pubco PIPE Financing, effective), resulting in aggregate gross proceeds to Pubco of not less than $8,500,000 and Pubco Net Offering Proceeds, as defined below, of not less than $7,200,000. The number of shares of Pubco Common Stock to be sold in the Pubco PIPE Financing shall be 4,250,000 shares. For purposes of this Agreement, "PUBCO NET OFFERING PROCEEDS" shall mean the gross proceeds received by Pubco from the Pubco PIPE Financing as of the Merger Closing, less all compensation, if any, payable to the selling agents and/or any other third party placing the Pubco PIPE Financing, if any, all fees and expenses of the Pubco PIPE Financing (including but not limited to printing, legal and accounting fees).
Sample 1
PUBCO PIPE FINANCING means the proposed private placement of Pubco Common Stock, pursuant to which Pubco shall sell (either directly or through placement agents and/or selling agents) shares of Pubco Common Stock, resulting in aggregate gross proceeds to Pubco of a minimum of $8,000,000 and a maximum of $10,000,000.
Sample 1

Related to PUBCO PIPE FINANCING

  • PIPE Financing has the meaning set forth in the recitals to this Agreement.

  • Co-financing means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Project by the Co-financier. If the Loan Agreement specifies more than one such financing, “Co-financing” refers separately to each of such financings.

  • New Financing has the meaning specified in Section 2.04(a).

  • Bridge Financing means interim financing to cover Eligible Project Costs until DWSRF financing for the project is received from the State Water Board.

  • Debt Financing has the meaning set forth in Section 5.7.

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • Equity Financing means the next sale (or series of related sales) by the Company of its Equity Securities to one or more third parties following the date of this instrument from which the Company receives gross proceeds of not less than $1,000,000 cash or cash equivalent (excluding the conversion of any instruments convertible into or exercisable or exchangeable for Capital Stock, such as SAFEs or convertible promissory notes) with the principal purpose of raising capital.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Exit Financing means the financing under the Exit Facility.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Debt Financing Documents means the agreements, documents and certificates contemplated by the Debt Financing.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Project Financing means: (a) one or more loans, leases, equity and/or debt financings, together with all modifications, renewals, supplements, substitutions and replacements thereof, the proceeds of which are used to finance or refinance the costs of the Customer Facility, any alteration, expansion or improvement to the Customer Facility, the purchase and sale of the Customer Facility or the operation of the Customer Facility; (b) a power purchase agreement pursuant to which Interconnection Customer’s obligations are secured by a mortgage or other lien on the Customer Facility; or (c) loans and/or debt issues secured by the Customer Facility.

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • Backstop Agreement means that certain backstop commitment agreement by and among the Backstop Parties, Valaris, and the other Debtor parties thereto, as amended by that certain amended backstop commitment agreement, dated February 5, 2021, by and among the Backstop Parties, Valaris, and the other Debtor parties thereto, as may be further amended, supplemented, or modified from time to time, setting forth, among other things, the terms and conditions of the Rights Offering and the Backstop Commitments, attached as Exhibit 2 to the Restructuring Term Sheet.

  • Interim Financing means any new financial assistance, provided by an existing or a new creditor, that includes, as a minimum, financial assistance during the stay of individual enforcement actions, and that is reasonable and immediately necessary for the debtor's business to continue operating, or to preserve or enhance the value of that business;

  • Existing Financing means the financing arrangements that provided for a security interest granted by Company in the Aircraft and that were outstanding on August 3, 2020.

  • Concurrent Financing means the various third party financing arrangements the Company is executing pursuant to the agreements described on Schedule 2.1(c)(i) (the “Concurrent Financing”) separate and apart from the transactions contemplated by this Agreement.

  • Refinancing Transactions means the issuance and sale of the Notes pursuant to the Offering Memorandum, the incurrence of indebtedness on or about the Issue Date pursuant to any Credit Agreement and/or the repricing, refinancing, amendment, restatement or supplement, in whole or in part, of any Credit Agreement and the redemption (including any satisfaction and discharge in connection therewith) of all of the Company’s outstanding 7.875% Senior Notes due 2019 and the payment of fees and expenses in connection therewith.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).