Additional Payments to Holders Following Closing of Private Equity Investment Sample Clauses

Additional Payments to Holders Following Closing of Private Equity Investment. In addition to the Initial Private Equity Investment Cash Paydown, and in consideration of the release and discharge of the EP Obligations provided in Section 5(d) below, and if and only if the aggregate outstanding amount of the EP Obligations as of the date of (but immediately prior to) receipt by Holders of the Initial Private Equity Investment Cash Paydown exceeds $39.0 million (such excess amount, the “Additional Private Equity Payment Amount”), each Company Party hereby agrees to pay to Holders an amount equal to all cash receipts actually received by (or credited to) such Company Party from Overture under the Overture Agreement in respect of “Law Abiding Citizen” until such time as Holders have received an aggregate amount equal to the Additional Private Equity Payment Amount (together with any accrued and unpaid interest thereon (computed on the basis of a year of 360 days and twelve 30-day months) at a per annum rate of 16.0%). All payments to Holders under this Section 5(b)(ii) shall be made within three Business Days of any Company Party’s receipt of said cash receipts from Overture, and shall be deemed applied first against any unreimbursed expenses of the Collateral Agent and Holders, then against interest and then against the principal portion of the Additional Private Equity Payment Amount. Holdings shall have the right, not later than the date of receipt by Holders of the Initial Private Equity Investment Cash Paydown, to cause Holders to receive (concurrently with the Initial Private Equity Investment Cash Paydown), an amount equal to the Additional Private Equity Payment Amount in full satisfaction of their obligations under this Section 5(b)(ii).
Sample 1
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Related to Additional Payments to Holders Following Closing of Private Equity Investment

  • Waiver of Interests to the Funds Prior to the consummation of the initial Business Combination, the Company will seek to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses, and other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, prior to the consummation of the initial Business Combination, the Company’s management will consider whether competitive alternatives are reasonably available and will only enter into an agreement with a third party that has not executed such wavier if the Company’s management believes that such third party’s engagement would be in the best interests of the company under the circumstances.

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions Precedent to the Obligations of the Purchasers to Purchase Securities The obligation of each Purchaser to acquire Shares and Warrants at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Investor Elections to Receive Future Fund Reports in Paper The Company shall be responsible for fulfilling Contract Owner elections to receive future Fund shareholder reports in paper, in accordance with paragraph (f) of Rule 30e-3.

  • Conditions Precedent to All Purchases and Reinvestments Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that:

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Revisions to Allocations to Reflect Issuance of Partnership Interests If the Partnership issues Partnership Interests to the General Partner or any additional Limited Partner pursuant to Article IV, the General Partner shall make such revisions to this Article 6 and Exhibit B as it deems necessary to reflect the terms of the issuance of such Partnership Interests, including making preferential allocations to classes of Partnership Interests that are entitled thereto. Such revisions shall not require the consent or approval of any other Partner.

  • Purchase and Redemption of Trust Portfolio Shares 3.1 We will make shares of the Portfolios available to the Accounts for the benefit of the Contracts. The shares will be available for purchase at the net asset value per share next computed after we (or our agent) receive a purchase order, as established in accordance with the provisions of the then current prospectus of the Trust. Notwithstanding the foregoing, the Trust's Board of Trustees ("Trustees") may refuse to sell shares of any Portfolio to any person, or may suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Trustees, they deem such action to be in the best interests of the shareholders of such Portfolio. Without limiting the foregoing, the Trustees have determined that there is a significant risk that the Trust and its shareholders may be adversely affected by investors whose purchase and redemption activity follows a market timing pattern, and have authorized the Trust, the Underwriter and the Trust's transfer agent to adopt procedures and take other action (including, without limitation, rejecting specific purchase orders) as they deem necessary to reduce, discourage or eliminate market timing activity. You agree to cooperate with us to assist us in implementing the Trust's restrictions on purchase and redemption activity that follows a market timing pattern.

  • Initial Advance to Each Designated Subsidiary The obligation of each Lender to make an initial Advance to each Designated Subsidiary is subject to the receipt by the Agent on or before the date of such initial Advance of each of the following, in form and substance reasonably satisfactory to the Agent and dated such date:

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