SEC Filings

8-K
PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019
Entire Document
 

indebtedness (other than “earnouts” and similar payment obligations) held by any Person holding any Equity Interest in a Loan Party or a Subsidiary of a Loan Party, an Affiliate of a Loan Party or an Affiliate of any Subsidiary of a Loan Party (other than in respect of any Permitted Indebtedness). For purposes of this definition, “Affiliate” of Borrower, any Loan Party or any of their respective Subsidiaries shall not include any Permitted Holder.

 

"Sale Agreement" means the Stalking Horse Sale Agreement, an Overbid Sale Agreement or a Replacement Sale Agreement.

 

Sale Order” means the form of order attached as Exhibit 4 to the Stalking Horse Sale Agreement as in effect on the date hereof, or once entered, the order of the Bankruptcy Court, which order shall be substantially in the form attached as Exhibit 4 to the Stalking Horse Sale Agreement as in effect on the date hereof, with such changes as may be required by the Bankruptcy Court that are in form and substance acceptable to the Lenders.

 

Sale Procedures” means the bidding procedures set forth in the Sale Procedures Order, to be entered by the Bankruptcy Court.

 

Sale Procedures Order” means the form of order attached as Exhibit 5 to the Stalking Horse Sale Agreement as in effect on the date hereof, or once entered, the order of the Bankruptcy Court, which order shall be substantially in the form attached as Exhibit 5 to the Stalking Horse Sale Agreement as in effect on the date hereof, with such changes as may be required by the Bankruptcy Court that are in form and substance reasonably acceptable to the Lenders.

 

Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government or (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a comprehensive country sanctions program administered and enforced by OFAC (currently, such programs target Crimea, Cuba, Iran, North Korea, Sudan and Syria).

 

Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.

 

S&P” has the meaning specified therefor in the definition of Cash Equivalents.

 

SEC” means the United States Securities and Exchange Commission and any successor thereto.

 

Secured Parties” means, collectively, the Lenders, the Agent and any other holder of the Obligations, and “Secured Party” means any one of them.

 

Securities Account” means a securities account (as that term is defined in the Code).

 

Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder, and any successor statute.

 

Services Agreement” means that certain Services Agreement, dated as of July 27, 2018, between Nalpropion and Pernix Therapeutics, LLC, as amended by that certain Amendment No. 1 to Services Agreement, as further amended by that certain Amendment No. 2 to Services Agreement, and as further amended, supplemented or otherwise modified from time to time.

 

Silenor” means the prescription pharmaceutical product containing doxepin and

 

Schedule 1.1

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