Amendments for Mezzanine Financing and Warrants Sample Clauses

Amendments for Mezzanine Financing and Warrants. The parties agree to amend the Operative Documents to reflect the terms and conditions set forth in Annex A attached hereto (the “Mezzanine Financing”) and to cause Holdings to issue warrants to Purchaser on the terms and conditions set forth in Annex A; provided that all such terms and conditions and the issuance of the warrants are approved by the stockholders of Holdings. Holdings agrees (i) as soon as reasonably practicable following the date of this Agreement, Holdings shall prepare in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and file with the Commission a proxy statement (the “Proxy Statement”) to be sent to the stockholders of Holdings in connection with a meeting for the purpose of approving the issuance of the warrants and the other terms of the Mezzanine Financing (the “Stockholders Meeting”); (ii) as soon as reasonably practicable after such filing with the Commission (if Holdings learns that no review of the Proxy Statement will be made by the staff of the Commission) or as soon as reasonably practicable after the completion of any review of the Proxy Statement made by staff of the Commission, Holdings shall mail, or cause to be mailed, the Proxy Statement in which Holdings shall make a recommendation that the stockholders of Holdings approve the issuance of the warrants and the other terms of the Mezzanine Financing; and (iii) within 60 days of such mailing, Holdings shall hold the Stockholders Meeting. Purchaser will cooperate with Holdings in the preparation of the Proxy Statement. For the avoidance of doubt, any amendments to the Operative Documents as a result of the transactions set forth in Annex A shall not result in any payment of a Prepayment Premium. Upon the approval of such terms and conditions by the stockholders of Holdings, the parties shall execute and deliver documentation to effect such terms and conditions and to issue the warrants, including without limitation, an amendment to this Agreement substantially in the form attached hereto as Annex A-1, an amended and restated promissory note substantially in the form attached hereto as Annex A-2, a warrant substantially in the form attached hereto as Annex A-3 and a registration rights agreement substantially in the form attached hereto as Annex A-4.
Sample 1
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Related to Amendments for Mezzanine Financing and Warrants

  • Amendments to Financing Agreement Subject to satisfaction of the conditions precedent set forth in Section 3 below, the Financing Agreement is hereby amended as follows:

  • Amendments to the Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • FINRA Amendments Notwithstanding anything herein to the contrary, in the event that Xxxxxxxxxx determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement (or include such revisions in the final underwriting agreement) in writing upon the request of Xxxxxxxxxx to comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company than are reflected in this Agreement.

  • Procedures for Issuance and Amendment of Letters of Credit (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

  • Amendments to the Existing Credit Agreement The Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

  • Amendments to Existing Credit Agreement Effective on (and subject to the occurrence of) the Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Credit Agreement shall continue in full force and effect.

  • Amendments to Existing Agreement The Existing Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended as follows:

  • Mortgage Amendments Within ninety (90) days after the Amendment No. 5 Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each Mortgaged Property, the Administrative Agent shall have received either the items listed in paragraph (a) or the items listed in paragraph (b) as follows:

  • Requirements For Issuance of Letters of Credit (a) Borrowing Agent shall authorize and direct any Issuer to name the applicable Borrower as the “Applicant” or “Account Party” of each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrowing Agent shall authorize and direct the Issuer to deliver to Agent all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor or any acceptance therefor.

  • Amendments to the Existing Agreement As of the Effective Date (defined below), the Existing Agreement is hereby amended or modified as follows:

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