Permitted Convertible Debt Financing means issuance by Borrower of convertible notes in an aggregate principal amount of not more than Two Hundred Fifty Million Dollars ($250,000,000); provided that for so long as any portion of the Secured Obligations remain outstanding such convertible notes shall (a) have a scheduled maturity date no earlier than one hundred eighty (180) days after the Term Loan Maturity Date, (b) be unsecured, (c) not be guaranteed by any Subsidiary of Borrower, (d) contain usual and customary subordination terms for underwritten offerings of senior subordinated convertible notes and (e) shall specifically designate this Agreement and all Secured Obligations as “designated senior indebtedness” or similar term so that the foregoing subordination terms referred to in clause (d) of this definition specifically refer to such notes as being subordinated to the Secured Obligations pursuant to such subordination terms.
Permitted Convertible Debt Financing means issuance by Parent of convertible notes in an aggregate principal amount of not more than One Hundred Fifty Million Dollars ($150,000,000); provided that such convertible notes shall (a) have a scheduled maturity date no earlier than one hundred eighty (180) days after the Term Loan Maturity Date, (b) be unsecured, (c) not be guaranteed by any Subsidiary of Parent that is not a Borrower, (d) contain usual and customary subordination terms for underwritten offerings of senior subordinated convertible notes and (e) shall specifically designate this Agreement and all Secured Obligations as “designated senior indebtedness” or similar term so that the subordination terms referred to in clause (d) of this definition specifically refer to such notes as being subordinated to the Secured Obligations pursuant to such subordination terms.
Permitted Convertible Debt Financing means issuance by Akero Therapeutics of convertible notes in an aggregate principal amount of not more than Two Hundred Million Dollars ($200,000,000); provided that such convertible notes shall (a) both immediately prior to and immediately after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (b) have no scheduled amortization or principal payments, mandatory redemptions or other required payments of principal prior to the date that is one hundred eighty (180) days after the Term Loan Maturity Date, other than customary payments upon a “change of control”, “fundamental change”, “make-whole fundamental change” or any comparable term (it being understood that a holder’s option to convert any such Indebtedness into Common Stock (and Cash in lieu of fractional shares) shall not be considered a required mandatory redemption or payment of principal), (c) be unsecured, (d) not be guaranteed by any Subsidiary of Akero Therapeutics that is not a Borrower, (e) contain usual and customary subordination terms for underwritten offerings of senior subordinated convertible notes as reasonably determined in good faith by Borrower’s Board of Directors or a committee thereof, (f) shall be Indebtedness of Akero Therapeutics and not of any Subsidiary thereof, and (g) shall specifically designate this Agreement and all Secured Obligations as “designated senior indebtedness” or similar term so that the subordination terms referred to in clause (d) of this definition specifically refer to such notes as being subordinated to the Secured Obligations pursuant to such subordination terms. For the avoidance of doubt, Permitted Convertible Debt Financing shall not constitute Subordinated Indebtedness.
Examples of Permitted Convertible Debt Financing in a sentence
In no event shall the foregoing permit Borrower to pay holders of Permitted Convertible Debt Financing Cash in connection with mandatory repurchase rights granted to such holders upon the occurrence of a “change of control”, “fundamental change”, “make-whole fundamental change” or any comparable term.
Borrower shall deliver to Agent at least three (3) Business Days prior to the consummation of any Permitted Convertible Debt Financing, the offering memorandum, indenture and all other material documents related thereto to Agent in substantially final form.
Borrower shall deliver to Agent a subordination agreement in a form and substance acceptable to Agent in all respects and duly executed by the collateral agent for all holders of Permitted Convertible Debt Financing that will be secured by a Lien.
Notwithstanding the foregoing, Borrower may redeem or repurchase a Permitted Convertible Debt Financing, so long as the Redemption Conditions (as applied to such redemption or repurchase) are satisfied both immediately before and at all times after such redemption or repurchase.
Subject to the satisfaction of the conditions precedent set forth below, Agent consents to Borrower using Borrower’s Cash to prepay Permitted Convertible Debt Financing, provided that the amount of Cash used for such purpose does not exceed $11,700,000.00.
More Definitions of Permitted Convertible Debt Financing
Permitted Convertible Debt Financing means issuance by Borrower after the Effective Date of convertible notes in an aggregate principal amount of not more than Two Hundred Fifty Million Dollars ($250,000,000.00); provided that such convertible notes shall (a) have a scheduled maturity no earlier than six (6) months after the Term Loan Maturity Date, (b) not be secured by a Lien on any of Borrower’s assets or property, (c) not be guaranteed by any Subsidiary of Borrower that is not a Borrower, (d) contain usual and customary subordination terms for underwritten offerings of senior subordinated convertible notes and (e) specifically designate this Agreement and all Obligations as “designated senior indebtedness” or a similar term so that the subordination terms referred to in clause (d) of this definition specifically refer to such notes as being subordinated to the Obligations pursuant to such subordination terms.
Permitted Convertible Debt Financing means issuance by Parent of convertible notes in an aggregate principal amount of not more than One Hundred Fifty Million Dollars ($150,000,000); provided that such convertible notes shall (a) have a scheduled maturity date no earlier than one hundred eighty (180) days after the Term Loan Maturity Date, (b) be unsecured, (c) not be guaranteed by any Subsidiary of Parent that is not a Loan Party, (d) contain usual and customary subordination terms for underwritten offerings of senior subordinated convertible notes and (e) shall specifically designate this Agreement and all Secured Obligations as “designated senior indebtedness” or similar term so that the subordination terms referred to in clause (d) of this definition specifically refer to such notes as being subordinated to the Secured Obligations pursuant to such subordination terms. US-DOCS\105484033.25
Permitted Convertible Debt Financing means (i) the Closing Date Convertible Notes and (ii) issuance by Parent of convertible notes in an aggregate principal amount, when taken together with the aggregate principal amount of the Closing Date Convertible Notes, of not more than One Billion Two Hundred Million Dollars ($1,200,000,000); provided that, solely in the case of the immediately preceding clause (ii), (a) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (b) such convertible notes shall (1) have no scheduled amortization or principal payments and do not require any mandatory redemptions or payments of principal prior to the date that is one hundred eighty (180) days after the Term Loan Maturity Date, other than customary payments upon a “change of control”, “fundamental change”, “make-whole fundamental change” or any comparable term (it being understood that a holder’s option to convert any such Indebtedness into Common Stock (and Cash in lieu of fractional shares) shall not be considered a required mandatory redemption or payment of principal), (2) be unsecured, (3) not be guaranteed by any Subsidiary of Parent that is not a Borrower, (4) be on terms and conditions customary for underwritten offerings of Indebtedness of such type, and (5) be Indebtedness of Parent and not any Subsidiary thereof (except through guarantees permitted by clause (3) above). For the avoidance of doubt, Permitted Convertible Debt Financing shall not constitute Subordinated Indebtedness.
Permitted Convertible Debt Financing is hereby amended by replacing “Three Hundred Million Dollars ($300,000,000) with “Five Hundred Seventy Five Million Dollars ($575,000,000)” therein.
Permitted Convertible Debt Financing means issuance by Akero Therapeutics of convertible notes in an aggregate principal amount of not more than Two Hundred Fifty Million Dollars ($250,000,000) or such greater amount as the Agent shall have consented to in writing in its sole discretion; provided that such convertible notes shall (a) both immediately prior to and immediately after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (b) have no scheduled amortization or principal payments, mandatory redemptions or other required payments of principal prior to the date that is one hundred eighty (180) days after the Term Loan Maturity Date, other than customary payments upon a “change of control”, “fundamental change”, “make- whole fundamental change” or any comparable term (it being understood that a holder’s option to convert any such Indebtedness into Common Stock (and Cash in lieu of fractional shares) shall not be considered a required mandatory redemption or payment of principal), (c) be unsecured, (d) not be guaranteed by any Subsidiary of Akero Therapeutics that is not a Borrower, (e) contain usual and customary subordination terms for underwritten offerings of senior subordinated convertible notes as reasonably determined in good faith by Borrower’s Board of Directors or a committee thereof, (f) shall be Indebtedness of Akero Therapeutics and not of any Subsidiary thereof, and (g) shall specifically designate this Agreement and all Secured Obligations as “designated senior indebtedness” or similar term so that the subordination terms referred to in clause
Permitted Convertible Debt Financing means issuance by Parent of unsecured convertible or exchangeable notes in an aggregate principal amount of not more than One Hundred Fifty Million Dollars ($150,000,000); provided that such notes shall (a) be unsecured and not be guaranteed by any Subsidiary that does not guarantee this Agreement, (b) does not (i) provide for any scheduled payment or mandatory prepayment of principal earlier than one hundred eighty-one (181) days after the Term Loan Maturity Date or (ii) have a scheduled maturity date or any mandatory prepayments or redemptions of principal (other than customary change of control or fundamental change repurchase obligations and cash payments in lieu of fractional shares upon the conversion or exchange thereof) at the option of the holder thereof, in each case earlier than one hundred eighty-one (181) days after the Term Loan Maturity Date, (c) contain usual and customary subordination terms for underwritten offerings of senior subordinated convertible notes, (d) specifically designate this Agreement and all Secured Obligations as “designated senior indebtedness” or similar term so that the subordination terms referred to in clause (c) of this definition specifically refer to such notes as being subordinated to the Secured Obligations pursuant to such subordination terms and (e) be convertible or exchangeable for ordinary shares of Parent at the option of Parent.
Permitted Convertible Debt Financing means the issuance by Borrower of convertible notes in a single transaction issued by the Borrower after the Closing Date in an aggregate principal amount of not more than One Hundred Seventy-Five Million Five Hundred Thousand Dollars ($175,000,000.00)$250,000,000; provided that for so long as any portion of the Secured Obligations remain outstanding such convertible notes shall (a) have a scheduled maturity date no earlier than one hundred eighty (180) days after the 2019 Term Loan Maturity Date, (b) be unsecured, (c) not be guaranteed by any Subsidiary of Verastem that is not a Qualified Subsidiary and (d) not provide for any prepayments, repurchases or redemptions of principal (other than customary fundamental change obligations and, for the avoidance of doubt, Permitted Conversion Payments) at the option of the holder thereof or the Borrower, in each case, earlier than 180 days after the 2019 Term Loan Maturity Date.”