Certain Financings Sample Clauses

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.

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.

Certain Financings. Notwithstanding the provisions of Article 10 or Article 11 hereof, in the event that Tenant shall desire to enter into a financing transaction where it is proposed that a regional center under the Immigrant Investor Program of the United States Department of Homeland Security, Office of Citizenship and Immigration Services or its successor programs would be the sponsor of an investment vehicle that would be the holder of a Recognized Mortgage or Recognized Mezzanine Financing (any of the foregoing being hereinafter referred to as an “EB-5 Financing” and the entity providing such financing being hereinafter referred to as an “EB-5 Lender”), then Tenant shall deliver Landlord written notice describing such financing transaction in reasonably satisfactory detail and Tenant and Landlord shall cooperate and negotiate in good faith in order to permit Tenant to enter into such financing transaction on such terms, and with such limitations, as may be required by Landlord in its sole discretion, including, without limitation, provisions requiring a developer, owner, asset manager and/or property manager with certain qualifications and experience to be involved in the ownership, management and operation of the Project including after the exercise of remedies by such lending institution. In no event shall Tenant have the right to enter into any EB-5 Financing without the prior consent of Landlord, such consent to be granted, withheld or conditioned in Landlord’s sole discretion; provided, however, that Landlord shall not have the right to consent to, or impose any conditions upon, any EB-5 Financing if (i) at the time of the origination of the EB-5 Financing, (i) such EB-5 Financing is subordinate to another Mortgage or Mortgages held by a Recognized Mortgagee that does not constitute an EB-5 Financing, provided such senior Mortgage or Mortgages secure loans in an aggregate maximum original principal amount (whether or not then drawn) of not less than $25,000,000 (it being understood that an EB-5 Financing shall constitute a Recognized Mortgage or Recognized Mezzanine Loan, as the case may be, after Mortgages senior to the EB-5 Financing have been satisfied), (ii) such EB-5 Financing shall not evidence indebtedness in excess of $50,000,000, and (iii) the documents evidencing and securing the EB-5 Financing provide that if the EB-5 Lender acquires Tenant’s interest in the Lease or in Tenant, as applicable, then (x) if such acquisition occurs prior to Substantial Compl...

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...

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 ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, in each case at CharterMac Mortgage Capital, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇, with respect to the Proposed Financing; ii provide to CMCC a description of the material terms of such Proposed Financing; and

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.

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."

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 ▇▇▇▇ ▇▇▇▇▇ or one of its Affiliates (including a CAM Subsidiary designated by ▇▇▇▇ ▇▇▇▇▇) for a total amount, determined in good faith by Citigroup and ▇▇▇▇ ▇▇▇▇▇ 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, ▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇ (or an Affiliate of ▇▇▇▇ ▇▇▇▇▇ designated by ▇▇▇▇ ▇▇▇▇▇) 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.