|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrower in accordance with the Agreement (and, if any such rate is below 1.00%, the LIBOR Rate shall be deemed to be 1.00%), which determination shall be made by Agent and shall be conclusive in the absence of manifest error.
“LIBOR Rate Loan” means each portion of a Loan that bears interest at a rate determined by reference to the LIBOR Rate.
“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.
“Loan” means any Closing Date Loan, any Delayed Draw Loan and any Incremental Loan, in each case made (or to be made) hereunder.
“Loan Account” has the meaning specified therefor in Section 2.9 of the Agreement.
“Loan Documents” means the Agreement, the Guaranty and Security Agreement, the Intercompany Subordination Agreement, any Additional Document, any Incremental Agreement, any license or sublicense agreement granted in favor of Agent, any note or notes executed by Borrower in connection with the Agreement and payable to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by Borrower or any of its Subsidiaries and any member of the Lender Group in connection with the Agreement.
“Loan Party” means the Borrower or any Guarantor.
“Margin Stock” means “margin stock” as defined in Regulation U of the Board of Governors as in effect from time to time.
“Material Adverse Effect” means any event, change, condition, occurrence or effect that has individually or in the aggregate resulted in, or would be reasonably likely to result in, (a) a material adverse effect on the business, properties, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, (b) a material impairment of Borrower’s and its Subsidiaries ability to perform their obligations under the Loan Documents to which they are parties or a material impairment of or material delay to the Lender Group’s ability to enforce the Obligations or realize upon the Collateral (other than as a result of as a result of an action taken or not taken that is solely in the control of Agent), or (c) a material impairment of the enforceability or priority of Agent’s Liens with respect to all or a material portion of the Collateral, other than, in the case of clause (a) above, any event, change, condition, occurrence or effect to the extent arising out of, attributable to or resulting from, alone or in combination, (i) general changes or developments in the industry in which the business of the Borrower and its Subsidiaries operates, (ii) changes in general economic, financial market or geopolitical conditions, (iii) natural disasters or calamities, (iv) changes in any applicable laws or GAAP, (vi) the announcement, pendency or consummation of the transactions contemplated by the Stalking Horse Sale Agreement, (vii) the filing of the Cases (and customary events leading up to and following such filing) and any orders of the Bankruptcy Court complying with the terms of the Agreement, (viii) any action taken by the Loan Parties which is required by the Agreement, (ix) a decline in the trading price or trading volume of any securities issued by the Borrower or any change in the ratings or ratings outlook for the Borrower (provided that the underlying causes thereof, to the extent not otherwise excluded by this