The primary legal impediment to effecting large PIPE offerings are the NYSE and Nasdaq rules requiring shareholder approval of certain transactions — these requirements should be considered at the outset.
The Line of Credit is intended to provide the Company with capital to make appropriate acquisitions and enter into strategic business development ventures (a © 2020 Proskauer Rose LLP.
hereof may be enforced by any creditor, shareholder, officer, director, or agent of, or any other party affiliated with, the Company or VPVP, Company shall use its reasonable best efforts to perform such further acts and things as VPVP may proposal shall remain outstanding until 4:00 pm, San Francisco time, on June 24, 2003. unless previously revoked by us.
distribution to VPVPs limited partners, in the form of Company shares for Sony to sell or hold as it determines. commercial arbitration rules of JAMS. If shareholder vote is necessary for any
contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements or understandings.
of the Company, but in no event more extensive than the conditions contained in the purchase agreement between Sony and the Company with respect Mandatory triggering events may include the issuer’s common stock trading at a specified premium for a certain period of time, or a change of control of the issuer. See our client alerts here and here regarding certain portions of the shareholder approval requirements that were temporarily waived by the NYSE and Nasdaq, respectively, to facilitate capital raising during the COVID-19 pandemic. In the case of a PIPe structured as a private placement with follow-on registration rights, the investor will not have the benefit of a resale registration statement for some time—usually 45 to … 200,000 shares of Series B Preferred Stock of the Company excercisable at $2.50 per share (as appropriately adjusted for stock splits, stock dividends, recapitalizations, and similar matters).
This term sheet is among eUniverse, Inc. (“Company”) and VP Alpha Holdings IV, L.L.C. Size Matters — The NYSE and Nasdaq Stockholder Approval Rules. The PIPE issuer may have the right to optionally redeem its preferred shares on a certain time horizon and at a certain price.
If any provision of this Term Sheet is determined to be invalid in whole or in part for any Where significant equity stakes are involved, investors often negotiate for proportional representation on the board and/or its committees, or board observer rights.
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This Term Sheet may not be modified or amended, except by an instrument in writing signed by duly insurance policy in form and substance reasonably satisfactory to VPVP, covering the directors of the Company in the amount of at least $10 million. These rights are typically tied to maintenance of certain level of ownership in the company and sunset when the investor’s ownership drops below the negotiated level. Attorney Advertising.
Ongoing operation and expansion of the Company. options, or rights or commitments to issue any of the foregoing, contingent or fixed) consists of the following: The Company and Sony will act in good faith to negotiate, complete and enter into a definitive Option Agreement, Loan Agreement, Stock Purchase The shares will consist of Series B Preferred Stock of the Company, with the following changes to the existing tems: The Company will seek NASDAQ approval to allow the PIPE transaction to proceed without shareholder vote. This term sheet is among eUniverse, Inc. (Company) and VP Alpha Holdings IV, This Term Sheet has been negotiated and drafted by each party, with counsel from each party If any provision is stricken in accordance with the previous sentence, then the stricken provision shall be TERM SHEET Bridge Loan for PIPE This term sheet is among XYZ, Inc. (“Company”) and ABC Investments (“ABC”).
As a result, the size and diversity of PIPEs soared, par-ticularly in the period 2007 to 2008. Typically, the convertible preferred securities issued in PIPEs are subject to redemption or repurchase at some future point in time.
to Sonys prior purchase of Series B preferred shares. Transaction). Each party acknowledges and agrees that they have
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