Anticipated Financing Clause Samples
Anticipated Financing a. Magic intends to (i) raise, from the offer and sale of its equity securities, in a transaction not involving a public offering, that amount, which, after the payment of applicable expenses and fees, could result in Magic receiving $2,000,000 (the "Net Proceeds"); and (ii) allocate 50% of the Net Proceeds to Be Media and 50% of the Net Proceeds to Destination Television, Inc. b. Magic shall file within sixty (60) days after the closing of this acquisition, a SB-2 Registration Statement to attempt to raise additional funds for Magic. In addition, as part of such Registration Statement ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, and certain other stockholders of Magic (as specified in the Definitive Agreement) will register their Magic stock at the same time. All such stockholders shall agree not to sell more than 10% per calendar month of their total stockholdings in Magic, notwithstanding the effectiveness of any such Registration Statement. All such stockholders shall also agree to comply with all Federal and state securities laws, rules, and regulations governing any such sales of stock.
Anticipated Financing. The Partnership may obtain funds which it considers necessary to meet the needs and obligations and requirements of the Partnership, including, without limitation, the Partnership's obligation to lend and/or contribute funds to, or the Partnership's obligations in respect of, an Owning Entity, or to maintain adequate working capital or to repay Partnership indebtedness, and to carry out the Partnership's purposes, from the proceeds of Third Party Financing or Affiliate Financing, in each case pursuant to such terms, provisions, and conditions and in such manner (including the engagement of brokers and/or investment bankers to assist in providing such financing) and amounts as the Managing General Partner, with the approval or at the direction of the Partnership Committee, shall determine. Any and all funds required or expended, directly or indirectly, by the Partnership for capital expenditures may be obtained or replenished through Partnership borrowings. Any Third Party Financing or Affiliate Financing obtained by the Managing General Partner, with the approval or at the direction of the Partnership Committee, on behalf of the Partnership may be convertible in whole or in part into Additional Interests (to be issued in accordance with Section 8.4 hereof), may be unsecured, may be secured by a mortgage or mortgages, or deed(s) of trust and/or assignments on or in respect of all or any portion of the assets of the Partnership or an Owning Entity, may include or be obtained through the public or private placement of debt and/or other instruments, domestic and foreign, and may include the provision for the option to acquire Additional Interests (to be issued in accordance with Section 8.4 hereof), and may include the acquisition of or provision for interest rate swaps, credit enhancers, and/or other transactions or items in respect of such Third Party Financing or Affiliate Financing; provided, however, that (A) any Third Party Financing may be with recourse to the Partnership and its assets only if an exculpation acceptable to the Partnership Committee is provided with respect to each Partner, and (B) in no event may the Partnership obtain any Third Party Financing that is recourse to any Partner or any Affiliate, partner, shareholder, beneficiary, principal, officer, or director of any Partner without the consent of both the Person or Persons to whom such recourse may be had and each Appointing Person.
Anticipated Financing. In the event that funds in excess of the Company's available cash are required to meet the needs or requirements of the Company, such funds shall be obtained from the proceeds of Third Party Financing unless TRG shall agree, in its sole discretion, to lend, or to cause one of its Affiliates to lend, such funds. In the event that when requested by the Managing Member, TRG agrees, in its sole discretion, to lend, or to cause one of its Affiliates to lend, any such required funds, such loan shall be on such terms and conditions as shall be agreed to by the Managing Member and TRG. In the event that any lender requires a guaranty with respect to a loan to the Company, and the Managing Member requests TRG to so guaranty any such loan, TRG, in its sole discretion, may determine to so guaranty such loan. In the event that TRG is required to make any payment with respect to any Company loan that TRG has guaranteed, such payment shall be treated as a loan to the Company by TRG or a TRG Affiliate designated by TRG, shall bear interest at a rate determined by the Managing Member and TRG, and be repaid as the Managing Member and TRG shall agree.
Anticipated Financing. The definition of “Anticipated Financing” on Exhibit A to the Employment Agreement is hereby amended by deleting the phrase “$3.0 million” and replacing it with “$2.5 million”.