SEC Filings

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

Schedule 1.1




As used in the Agreement, the following terms shall have the following definitions:


363 Assets” means, collectively, the Zohydro Assets, the Silenor Assets, the Generics Assets, the Treximet Assets, the Nalpropion Assets, the Borrower Cash Assets and the Services Agreement.


"Acceptable Alternative Sale Agreement" means an Overbid Sale Agreement or Replacement Sale Agreement, as the case may be, that satisfies each of the requirements listed below and shall otherwise, in form and substance, be acceptable to Lenders in their reasonable discretion:


(a)       The agreement shall be on terms that are not more conditional and that are no less favorable to the Debtors than the terms of the Stalking Horse Sale Agreement.


(b)       Without limiting the generality of clause (a) above, the agreement shall not be subject to any diligence or financing conditions and the proposed purchaser(s) shall have obtained all requisite corporate/organizational approvals, and has obtained, or is reasonably likely to obtain all necessary governmental and third-party consents, within a time frame such that the contemplated sale is capable of being consummated in accordance with the Milestones prior to the Maturity Date.


(c)       The proposed purchaser(s) is/are capable of consummating the sale in accordance with the Milestones prior to the Maturity Date, after taking into account all relevant legal, regulatory, and business considerations.


(d)       The proposed purchaser(s) shall have provided such financial and other information demonstrating the proposed purchaser's or purchasers' financial wherewithal and business capabilities to fulfill all obligations in connection with the transactions contemplated by the agreement, including, without limitation, any equity or debt financing commitment letters.


(e)       The agreement, and in the event there is more than one Replacement Sale Agreement and/or Overbid Sale Agreement, such Replacement and/or Overbid Sale Agreements, collectively, shall provide for (i) Net Cash Proceeds in an aggregate amount sufficient for the payment in full in cash of the Obligations after giving effect to the closing(s) of the sale(s) contemplated thereby in accordance with the terms of such agreement(s) and (ii) except as expressly permitted by the Agreement, payment in full in cash of the Obligations and termination of the Commitments on the closing date of the sale(s).


Acceptable Entity” means any Person that is (a) a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, or (b) a corporation or an entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of Bermuda, the Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada, the United Kingdom, Sweden, Denmark or any other jurisdiction acceptable to the Required lenders.


Acceptable Reorganization Plan” means a Reorganization Plan in the Cases that (a) provides for the payment in full in cash of the Obligations under the Loan Documents (other than contingent indemnification obligations not yet due and payable) on the effective date of such Reorganization Plan or such other treatment of the Obligations as the holders of such Obligations shall consent to under the terms of such Reorganization Plan (which may be the credit bidding pursuant to the


Schedule 1.1

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