Certain Financings Sample Clauses

Certain Financings. A Specified Financing Resolution or a Specified Financing Repurchase shall have occurred, provided that if Parent or its Subsidiaries sells assets to accomplish a Specified Financing Resolution or a Specified Financing Repurchase then such sales must be made in accordance with the terms set forth in Section 6.28(b) of the Parent Disclosure Letter.
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Certain Financings. (a) At or prior to the Closing, a CAM Subsidiary shall memorialize existing intercompany payables to or borrowings from Citigroup (or an Affiliate of Citigroup designated by Citigroup) by executing and delivering the promissory note attached as Exhibit M hereto in an amount equal to $62,000,000 such principal amount being equal to the excess of (x) the CAM Tangible Book Value set forth in the CAM Estimated Closing Date Balance Sheet over (y) the CAM Tangible Book Value Target and being reflected as a liability on the CAM Estimated Closing Date Balance Sheet under “Intercompany Obligation.” (b) At or prior to the Closing, Citigroup (or an Affiliate of Citigroup designated by Citigroup) shall provide the credit facility attached as Exhibit N hereto to Xxxx Xxxxx or one of its Affiliates (including a CAM Subsidiary designated by Xxxx Xxxxx) for a total amount, determined in good faith by Citigroup and Xxxx Xxxxx at least five Business Days prior to the Closing Date, to provide the CAM Transferred Subsidiaries with sufficient working capital following the Closing and sufficient capital to manage certain foreign capital requirements of the CAM Business, provided that such total amount shall not exceed $130,000,000. (c) Following the Closing Date, Xxxx Xxxxx shall unconditionally and irrevocably guarantee the prompt payment and performance of all amounts due under the foregoing term promissory note and credit facility pursuant to the form of guarantee attached as Exhibit O hereto. (d) At or prior to the Closing, a PC/CM Subsidiary shall memorialize existing intercompany payables to or borrowings from Xxxx Xxxxx (or an Affiliate of Xxxx Xxxxx designated by Xxxx Xxxxx) by executing and delivering the promissory note attached as Exhibit P hereto in an amount equal to $16,063,926, such principal amount being equal to the excess of (x) the PC/CM Tangible Book Value set forth in the PC/CM Estimated Closing Date Balance Sheet over (y) the PC/CM Tangible Book Value Target and being reflected on the PC/CM Estimated Closing Date Balance Sheet as a break-out labeled “Intercompany payable generated by transaction” to the line item “Payable to LM Incorporated”. (e) Following the Closing Date, Citigroup shall unconditionally and irrevocably guarantee the prompt payment and performance of all amounts due under the foregoing term promissory note described in clause (d) pursuant to the form of guarantee attached as Exhibit Q hereto.
Sample 1
Certain Financings. Following the purchase by the MSCP Funds of all of the Common Shares listed on Schedules 2.01(b) and 2.01(c) hereto to be purchased by them, but prior to the IPO (as defined in the Shareholders Agreement), the Issuer shall, and shall cause each Subsidiary to, offer MSCP and its Affiliates the exclusive opportunity to provide equity and equity-linked financing to the Issuer or such Subsidiary, respectively, prior to initiating discussions with any other Person (other than (i) the owner of a hospital, hospital system or foundation solely as consideration for the acquisition by the Issuer of (x) assets owned by such hospital, hospital system or hospital foundation or (y) the capital stock of, or other equity interests in, a Person owning the assets of such hospital, hospital system or hospital foundation, (ii) issuances of capital stock or other equity securities of a wholly owned Subsidiary of the Issuer to the Issuer or another wholly owned Subsidiary of the Issuer, or (iii) issuances of capital stock or other equity securities of any Subsidiary of the Issuer to physicians or other healthcare providers (or any respective Affiliates thereof) in connection with bona fide joint ventures with such Person) regarding obtaining such financing. The Issuer and MSCP and/or its designated Affiliate(s) shall negotiate the terms of the proposed financing, including arrangements (referred to herein as the "Carried Interest Arrangements") providing for the Management Investors' opportunity to receive a portion of the gains that would otherwise be realized by MSCP and/by its designated Affiliate(s) (and by any other investor whom MSCP elects to permit to participate in such financing, if applicable) on such proposed financing, in good faith for a period of at least 60 days. If the Issuer and MSCP or such Affiliate(s) cannot negotiate such financing on a mutually acceptable basis during such 60-day period, the Issuer may initiate discussions with and obtain such financing from a third party upon terms and subject to conditions that (i) are at least as favorable to the Issuer as those discussed with MSCP or such Affiliate(s) and (ii) contemplate carried interest arrangements for the Management Investors that are more favorable to the Management Investors than the Carried Interest Arrangements proposed by MSCP or such Affiliate during the final round of such negotiations. If the Issuer shall not have obtained such proposed financing within 180 days after the expiration of suc...
Sample 1
Certain Financings. Prior to the Closing, Parent shall use commercially reasonable efforts to cause a Specified Financing Resolution or a Specified Financing Repurchase to take place with respect to the financings described on Section 6.28(a) of the Parent Disclosure Letter (the “Specified Financing”). Nothing in this Agreement shall prevent Parent or its Subsidiaries from selling assets to accomplish a Specified Financing Resolution or a Specified Financing Repurchase, provided that if Parent or its Subsidiaries sells assets to accomplish a Specified Financing Resolution or a Specified Financing Repurchase then such sales must be made in accordance with the terms set forth in Section 6.28(b) of the Parent Disclosure Letter.
Sample 1
Certain Financings. (a) As a condition precedent to Boxing's obligations under this Agreement, Acquiror shall, no later than February 22, 2002, have (i) consummated a sale of notes which are convertible into Acquiror Common Stock (the "First Financing Notes") and warrants to purchase Acquiror Common Stock (the "First Financing Warrants" and, together with the First Financing Notes, the "First Financing Securities") with gross proceeds to Acquiror of at least $340,000 (the "First Acquiror Financing") and (ii) loaned to CKP, for a period of one year and at an annual interest rate of ten percent (10%), at least $300,000 (the "Bridge Loan Amount") of the proceeds of the First Acquiror Financing (the "Bridge Loan"). The shares of Acquiror Common Stock issuable upon conversion or exercise of the First Financing Securities are referred to herein as the "First Financing Shares." (b) Within 30 days following the Merger Closing, Acquiror shall have consummated the sale (the "Second Acquiror Financing") of additional securities (which may be notes which are convertible into Acquiror Common Stock, warrants to purchase Acquiror Common Stock and/or Acquiror Common Stock) which, upon issuance and, if applicable, conversion or exercise, as the case may be, will increase the number of shares of outstanding Acquiror Common Stock by no more than 862,5000 (the "Post-Merger Financing Share Number") shares of Acquiror Common Stock (the "Post-Merger Financing Shares"). Acquiror shall receive net proceeds from the Second Acquiror Financing of no less than $500,000. (c) CKP and Acquiror acknowledge that CKP has received from Acquiror and certain third party lenders $820,000 prior to the date hereof. As a condition precedent to (i) Boxing's obligations under this Agreement, Acquiror shall deliver to Boxing a note and warrant purchase agreement in the form attached as Exhibit 1.4(c)(i) hereto from each of the third party lenders (the "Lenders") who provided such funds, which shall include a warrant in the form of Exhibit 1.4(c)(ii) hereto, and (ii) Acquiror's obligations under this Agreement, CKP shall deliver to Acquiror, for further delivery to the Lenders, a note in the form attached hereto as Exhibit 1.4(c)(iii), in the amount loaned by each of the Lenders to CKP. Such notes provide that they are mandatorily convertible into equity of Acquiror upon the consummation of the Merger.
Sample 1
Certain Financings. If it is necessary for either Buyer or the Company to effect any private equity financing prior to the Effective Time, such Party will notify the other Party, and the Parties will use their reasonable best efforts to coordinate such financing in order to achieve the best possible terms. If the Parties are unable to so coordinate such financing, the Party desiring to effect such financing nevertheless may effect such financing, provided that such financing will not adversely affect (i) the ability of such Party to perform its obligations under this Agreement or (ii) the ability of any of the Parties to consummate the transactions contemplated by this Agreement on a timely basis. In addition, the Company will not issue any securities as part of any such financing, to any Person that is not an "accredited investor" for purposes of Regulation D under the Securities Act. In no event will the Company be permitted to undertake any equity financing that might result in any other Person being entitled to acquire any securities of Buyer or the Company following the Effective Time.
Sample 1
Certain Financings. (a) As a condition precedent to Boxing's obligations under this Agreement, Acquiror shall, no later than August 24, 2001, have (i) consummated a sale of Acquiror Common Stock with gross proceeds to Acquiror of at least $750,000 (the "First Acquiror Financing") and (ii) loaned to CKP, for a period of one year and at an annual interest rate of ten percent (10%), at least $575,000 (the "Bridge Loan Amount") of the proceeds of the First Acquiror Financing (the "Bridge Loan"). The shares of Acquiror Common Stock sold in the First Acquiror Financing are referred to herein as the "First Financing Shares." (b) As a condition precedent to Boxing's obligations under this Agreement, Acquiror shall, no later than the Merger Closing, have consummated a sale of Acquiror Common Stock with gross proceeds to Acquiror of at least an additional $1,750,000 (the "Second Acquiror Financing"). The shares of Acquiror Common Stock sold in the Second Acquiror Financing are referred to herein as the "Second Financing Shares" and, together with the First Financing Shares, the "Financing Shares."
Sample 1
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Certain Financings. If during a period of two years from the date hereof, CCA or any investment adviser that is an affiliate of CCA or Primo (collectively referred to as “CCA Financee”) seeks any mortgage loan or mezzanine loan financing (a “Proposed Financing”) in connection with any Capri Fund or Separate Account managed or advised by any CCA Financee (a “Fund”) other than a Proposed Financing to be made by a Fund, then CCA shall: i provide written notice (a “Request For Proposal”) to CharterMac Mortgage Capital Corp. (“CMCC”), such notice to be sent in accordance with Section 11.7 but directed to Xxxx Xxxxx and Xxxxx Xxxxxx, in each case at CharterMac Mortgage Capital, 000 Xxxxxxx Xxx, XX 00000, with respect to the Proposed Financing; ii provide to CMCC a description of the material terms of such Proposed Financing; and
Sample 1

Related to Certain Financings

  • Future Financings The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive, in writing, any rights in or claims against the Trust Account.

  • Terms of Future Financings So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such term, at the Holder's option, shall become a part of this Note and its supporting documentation.. The types of terms contained in the other security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion look back periods, interest rates, original issue discount percentages and warrant coverage.

  • Financings There are no other financings currently pending or contemplated by the Company.

  • Financing Matters If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

  • No Financing Statements, Security Agreements No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except (a) for financing statements or security agreements naming the Collateral Agent on behalf of the Secured Parties as the secured party, and (b) as permitted by Section 4.1(e).

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.

  • Limitations on Transactions with Affiliates The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit: (a) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000.

  • Certain Filings Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

  • Refinancings The First Lien Obligations of any Series may be Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured Credit Document) of any First Lien Secured Party of any other Series, all without affecting the priorities provided for herein or the other provisions hereof; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness.

  • No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof without the approval of the holders of at least 75% in interest of the Covenant Preferred Shares, voting together as a class.

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