Tranche B Purchase Price means an amount equal to $250,000,000 minus the Tranche A Purchase Price. “Transaction Documents” shall mean, collectively, this Agreement, the Security Agreement, the Debenture, the Intercreditor Agreement, each Permitted First Lien Intercreditor Agreement, each Permitted Pari Passu Intercreditor Agreement, the Administrative Agent Fee Letter and any related ancillary documents or agreements (provided, for the avoidance of doubt, that any documents related to the Oaktree Term Loan Facility and any other Permitted Priority Debt other than the Intercreditor Agreement and any applicable Permitted First Lien Intercreditor Agreement or Permitted Pari Passu Intercreditor Agreement shall not be Transaction Documents). “UCC” shall mean, with respect to any applicable jurisdictions, the Uniform Commercial Code as in effect in such jurisdiction, as may be modified from time to time. “UCC Financing Statements” shall mean the UCC-1 financing statements, in form and substance reasonably satisfactory to the Administrative Agent and the Purchasers, that shall be filed by the Administrative Agent at or promptly following the Effective Date, as well as any additional UCC-1 financing statements or amendments thereto as reasonably requested from time to time, to perfect the Purchasers’ security interest in the Collateral (as defined in the Security Agreement) and the Back-Up Security Interest. “United States” or “U.S.” shall mean the United States of America (including the District of Columbia, its territories and Puerto Rico). “U.S. Licensing / Participation Proceeds” shall mean the portion of all license fees, commercial or sales-based milestone payments, up-front payments, or royalties (other than sales- based royalties) received by the Company or any of its Affiliates pursuant to any U.S. Licensing Agreements for the Product during the Payment Period. “U.S. Licensing / Participation Payment(s)” shall have the meaning set forth in Section 2.02(a). “U.S. Licensing / Participation Percentage” shall mean 6.50%. “U.S. Licensing Agreement” shall mean any license, commercialization, co-promotion, collaboration, distribution, marketing or partnering agreement or other arrangement entered into during the Term by the Company or any of its Affiliates under which a Third Party has a right and license under the Product Intellectual Property to Commercialize the Product in the United States.
Tranche B Purchase Price has the meaning assigned to it in Section 4(b) hereof.
Tranche B Purchase Price has the meaning assigned to it in Section 4(b) hereof. "Tranche B Securities" has the meaning assigned to it in Section 4(b) hereof. "Tranche B Shares" has the meaning assigned to it in Section 4(b) hereof. "Tranche B Warrants" has the meaning assigned to it in Section 4(b) hereof. "Transaction Documents" means this Agreement, the Warrant Instrument, the Registration Rights Agreement, and the Strategic Agreement. "Unaudited Balance Sheets" has the meaning assigned to it in Section 6.6 hereof. "Unaudited Financial Statements" has the meaning assigned to it in Section 6.6 hereof. "Underlying Shares" means the shares of Common Stock issuable upon conversion of the shares of Series D Preferred Stock. "VWAP" means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the primary Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. EST to 4:02 p.m. Eastern Time) using the VAP function; (b) if the Common Stock is not then listed or quoted on the Trading Market and if prices for the Common Stock are then reported in the "Pink Sheets" published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by a nationally recognized-independent appraiser selected in good faith by the Investor. "Warrant Instrument" has the meaning assigned to it in Section 3 hereof. "Warrants" has the meaning assigned to it in Section 3 hereof.
Examples of Tranche B Purchase Price in a sentence
At the Tranche B Closing, subject to the terms and conditions hereof, the Company will deliver to the Investor the Tranche B Securities, by delivery of a certificate or certificates evidencing the Tranche B Shares and the Tranche B Warrants, free and clear of any Liens, and the Investor will make payment to the Company of the Tranche B Purchase Price by wire transfer of immediately available funds to an account designated by the Company.
The Board of Directors of Family, Career and Community Leaders of America, Inc., recognizes that the successful development and implementation of a professionally run exhibit at its national meetings can assist the organization in achieving its mission and goals as outlined in the Bylaws by providing a variety of educational opportunities to the organization’s members and advisers.
More Definitions of Tranche B Purchase Price
Tranche B Purchase Price has the meaning set forth in Section 2.01(b).
Tranche B Purchase Price as defined in Section 2.2.
Tranche B Purchase Price means $45,000,000.
Tranche B Purchase Price means the amount equal to the Purchase Price minus the Tranche C Purchase Price;
Tranche B Purchase Price means $17.25 per share.