IPO is defined in Section 2.3(e)(iv).
Ipso Facto Event occurs with respect to a person if the person is or becomes the subject of (a) an announcement, application, compromise, arrangement, managing controller, or administration as described in section 415D(1), section 434J(1) or section 451E(1) of the Corporations Act; or (b) any process which under any law may give rise to a stay on, or prevention of, the exercise of contractual rights.
Issuer means Delaware Borrower and any successor thereto.
Key Person is each of Borrowers (a) Chief Executive Officer, who is Brent Bellm as of the Effective Date and (b) Chief Financial Officer, who is Robert Alvarez as of the Effective Date.
Lien is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.
Liquidation means, in respect of Australian Borrower: (a) a winding up, dissolution, liquidation, provisional liquidation, administration, bankruptcy or other proceeding for which an External Administrator is appointed, or an analogous or equivalent event or proceeding in any jurisdiction; or (b) an arrangement, moratorium, assignment or composition with or for the benefit of creditors or any class or group of them.
Loan Agreement is that certain Third Amended and Restated Loan and Security Agreement by and between Borrower and Bank, dated as of the Effective Date, as may be amended, restated, modified, or supplemented from time to time.
Loan Documents are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other documents related to this Agreement, the Mezzanine Loan Agreement, the Loan Agreement, the Perfection Certificate, the Australian Mortgage Debenture, the IP Agreement, any Control Agreement, any subordination agreement, any note, or notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement by Borrower and/or any Guarantor with or for the benefit of Bank, all as amended, restated, or otherwise modified.
Material Adverse Change is (a) a material impairment in the perfection or priority of Banks Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.
Mezzanine Loan Agreement is that certain Loan and Security Agreement by and between Borrower and WestRiver Innovation Lending Fund VIII, dated as of the Effective Date, as may be amended, restated, modified, or supplemented from time to time.
Non-Voting Common Stock means the Series 2 Common Stock, $0.0001 par value per share, of the Issuer, which at all times shall have the same relative rights, powers, privileges and preferences as the Common Stock except as to voting rights; or any other class or series of non-voting common stock established by the Issuer and which shall have the same relative rights, powers, privileges and preferences as the Common Stock except as to voting rights.
Obligations are Borrowers obligations to pay when due any debts, principal, interest, fees, Bank Expenses, and other amounts Borrower owes Bank now or later, whether under this Agreement, the other Loan Documents (other than the Warrant), or otherwise, including, without limitation, interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower s duties under the Loan Documents (other than the Warrant).
Operating Documents are, for any Person (other than Australian Borrower), such Persons formation documents, as certified by the Secretary of State (or equivalent agency) of such Persons jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or