Capital Investment and Bridge Financing Sample Clauses

Capital Investment and Bridge Financing. (a) During the Interim Period, Acquiror and the Company shall use best efforts to identify and obtain commitments from potential investors (the “Capital Investors”) for an investment to meet the Minimum Cash Requirement to be consummated prior to or concurrently with the Closing (“Capital Investment”). The terms of the Capital Investment shall be mutually agreed upon by Xxxxxxxx and the Company and set forth in subscription, not purchase or other purchase agreements in form and substance satisfactory to each of them (the “Capital Investment Agreements”) and can include an Acquiror PIPE Investment. Acquiror will prepare the Capital Investment Agreements or cause the Capital Investment Agreements to be prepared. The Company shall reasonably cooperate in obtaining the Capital Investment and preparing the Capital Investment Agreements by, in a timely manner, (a) providing such information and assistance as the Acquiror may reasonably request, (b) granting such access to potential Capital Investors and their representatives as may reasonably be necessary for their due diligence and (c) causing its respective senior management teams to participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to the Capital Investment, subject, in the case of clauses (a) and (b), to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Company by third parties, and except, in the case of clauses (a) and (b), for any information which (i) is prohibited from being disclosed by applicable Law or (ii) on the advice of legal counsel of the Company would result in the loss of attorney-client privilege or other privilege from disclosure. Acquiror and Company shall each use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to cause the Capital Investment to be consummated on the terms set forth in the Capital Investment Agreements, including using its best efforts to (A) maintain in full force and effect the Capital Investment Agreements in accordance with the terms thereof, (B) satisfy on a timely basis all conditions to obtaining the Capital Investment set forth in the Capital Investment Agreements that are applicable to Acquiror and within the control of Acquiror or the Company, as the case may be, (C) cause the investors to fund the Capital Investment prior to or concurrently ...
Sample 1
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Related to Capital Investment and Bridge Financing

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Definitions For purposes of this Agreement:

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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