Commitment Fee; Warrant Clause Samples

The 'Commitment Fee; Warrant' clause defines the lender's right to receive a fee or equity instrument as compensation for committing to provide financing. Typically, this means the borrower pays a fee—either as a percentage of the loan amount or through the issuance of warrants, which give the lender the option to purchase company stock at a set price in the future. This clause ensures the lender is compensated for reserving funds and taking on the risk of making capital available, even if the borrower does not ultimately draw down the full loan amount.
Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the first anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at an exercise price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the Common Shares on the Public Listing Date (in the case of a Public Listing other than an initial public offering), or (ii) the quotient obtained by dividing $650 million by the total number of equity interests (equal to the nu...
View SourceView Similar (24)
Commitment Fee; Warrant. In consideration of making available the Line of Credit under this agreement, Borrower shall pay Lender in cash a one-time commitment fee equal to 2.0% of the Committed Amount (the “Commitment Fee”) and issue and deliver to Lender the Warrant.
View Source
Commitment Fee; Warrant. In addition to the Closing Warrants, the Company shall issue to the Purchasers warrants exercisable from time to time within five years from the date of issuance (the "Commitment Fee Warrants") to purchase up to 2.0 million shares of Common Stock at an exercise price of $2.76 per share subject to adjustment as provided therein. The Commitment Fee Warrants shall vest as follows: (A) upon any Commitment Reduction, Purchasers' rights shall vest to acquire a number of shares of Common Stock calculated as follows: (x) two (2) million shares of Common Stock multiplied by (y) the quotient of the amount of the Commitment Reduction divided by $40.0 million, and (B) upon the expiration of the Commitment Period or a Vesting Event, Purchasers' rights shall vest to acquire the number of shares of Common Stock calculated as follows: (I) two (2) million shares of Common Stock multiplied by (II) the quotient obtained by dividing any unused portion of the Commitment Amount by $40,000,000. If the Commitment Period expires as a result of the Company's failure to cause the Registration Statement to be declared effective by the SEC by the Final Registration Date, the Commitment Fee Warrant shall be null and void.
View Source

Related to Commitment Fee; Warrant

  • Commitment Fee The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans (which shall exclude, for the avoidance of doubt, any Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations; provided that (x) any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

  • Unused Commitment Fee Borrower shall pay to Bank a fee equal to ten-hundredths percent (0.10%) per annum (computed on the basis of a 360-day year, actual days elapsed) on the average daily unused amount of the Line of Credit, which fee shall be calculated on a calendar quarter basis by Bank and shall be due and payable by Borrower in arrears on the last day of each September, December, March and June.