Qualifying Financing definition

Qualifying Financing means any incurrence of indebtedness in an original principal amount equal to or in excess of $75,000,000 incurred by Parent, the Company or any Subsidiary thereof that does not contain provisions restricting the ability of the Company to make dividends or distributions that are not, taken as a whole, more restrictive than the most restrictive of such provisions contained in a Specified Contract as of the date of this Agreement.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Qualifying Financing means the Issuer raising, following the Amendment Effective Date, gross proceeds in an aggregate amount equal to or greater than $100,000,000 (or its equivalent in another currency or currencies) through the issue of Qualifying Equity Interests.

Qualifying Financing has the meaning given to such term in Clause 13.11 (US Insolvency Proceedings: rights as to Transaction Security and proceeds).

Examples of Qualifying Financing in a sentence

From and after the occurrence of a Qualifying Financing, as soon as available, but in no event later than two (2) Business Days after each of the 15th day and the last day of each calendar month, commencing on the first such date occurring immediately following the consummation of such Qualifying Financing, a confirmation of consolidated Liquidity of Issuer and its Subsidiaries as at such date, in each case certified by a Responsible Officer of Issuer.
Investor agrees that it shall use reasonable best efforts to (i) cause the Change of Control Closing to occur as promptly as practicable, (ii) keep NEP Member reasonably informed of developments in Investor’s efforts to obtain Qualifying Financing, and (iii) set a Change of Control Closing Date mutually agreed upon by NEP Member.
For illustrative purposes only, if the proceeds received by the Company in a Qualifying Financing are equal to $150 million, then 75% of the aggregate amount of Continuation Advances actually paid to the Company shall be repayable.
Upon a Qualifying Financing, the Compensation Committee shall in good faith consider making an additional award of stock options in such amount necessary to maintain Executive’s Target Equity Percentage.
The Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes, and the Warrant Shares issued upon exercise of the Warrants, upon issuance in accordance with the Notes and the Warrants, as applicable, will be validly issued, fully paid and nonassessable, free of any liens, options, encumbrances, proxies, adverse claims or restrictions imposed by the Company.

More Definitions of Qualifying Financing

Qualifying Financing has that meaning set forth in the Certificate of Incorporation of the Company, as in effect immediately prior to the date of any such financing.

Qualifying Financing means a financing on commercially reasonable terms (including with respect to the aggregate amount of fees and costs of such financing and any breakage costs or termination fees); provided that, with respect to Investor or its Affiliates, any such financing shall be deemed to be on commercially reasonable terms if (a) the interest rate for such financing does not exceed LIBOR plus three and one half percent (3.5%), (b) such financing has a loan-to-value ratio of at least forty percent (40%) (based on the Issuance Price of the NEP Common Units to be delivered to Investor in connection with the exercise of any Call Option, NEP Change of Control Option or Class B COC Option); (c) the terms of such financing (when taken together with the aggregate amount of fees and costs of such additional financing and any breakage, termination fees, or other payments that would be due or payable under existing debt facilities in connection with such additional financings) are otherwise substantially similar in all material respects to similar financing arrangements entered into by third-party investors, during the eighteen (18)-month period immediately prior to the date on which such Qualifying Financing is obtained, in connection with the purchase by an Affiliate of NEP (in exchange for equity securities of NEP) of such third party investor’s membership interest in an entity jointly owned by NEP or its Affiliates, on the one hand, and such third-party investor (or its Affiliates), on the other hand, that is similar in nature to the transactions contemplated by this Agreement with respect to the Call Option, NEP Change of Control Option and Class B COC Option; and (d) the sources of such financing are nationally reputable financial institutions regulated as commercial banks whose ordinary business consists of providing financing of a nature similar to the financings described in the foregoing clause (c); provided, further, that in no event shall (i) such Qualifying Financing be secured by any Encumbrance on any Class B Units or (ii) the scheduled maturity date for a tranche under such financing be shorter than the second anniversary of the funding date for such tranche. Quarter means, unless the context requires otherwise, a fiscal quarter of the Company.

Qualifying Financing means receipt by any Obligor of proceeds of any financing, whether as capital, debt and/or equity, whether secured or unsecured, whether received in a lump sum, multiple draws or otherwise, whether from a single source or multiple sources, in the aggregate principal amount equal to or greater than $[***].

Qualifying Financing means one or more Financings within the 12 months before or following the Effective Date resulting in gross proceeds of not less than $15,000,000.

Qualifying Financing means additional or substitute financings to the Margin Loan Agreement or similar existing financing on commercially reasonable terms (including with respect to the aggregate amount of fees and costs of such additional financings and any breakage costs, termination fees, or other payments that would be due or payable under the existing debt facilities in connection with such additional financings); provided that it is agreed that, with respect to Investor, any such additional or substitute financing shall be deemed to be on commercially reasonable terms if the terms of such financing (when taken together with the aggregate amount of fees and costs of such additional financing and any breakage, termination fees, or other payments that would be due or payable under existing debt facilities in connection with such additional financings) are no less favorable, in the aggregate, to Investor than the terms of the Margin Loan Agreement. Quarter means, unless the context requires otherwise, a fiscal quarter of the Company.

Qualifying Financing has the meaning set forth in the A&R LLC Agreement.

Qualifying Financing means the first issuance or issuances of common shares or other securities in Africo or CopperCo after the date of issuance of the promissory notes under the Bridge Loan, on a single day or multiple days in any 90 day period, resulting in gross proceeds of not less than $10,000,000;