Company Funding. 5 Section 3.1
Company Funding. (a) For so long as the Company is not in active discussions regarding an Acquisition Proposal, Parent shall fund the Company through the earlier of the consummation of the Merger or termination of this Agreement in such amounts as may be necessary for the Company to operate its business and pay its debts and obligations as they become due, provided that the Company is being operated in a manner consistent with the terms hereof including those set forth in Part 4.8 of the Company Disclosure Schedule and the financial forecast previously shared with Parent.
(b) Following the Closing, Parent shall fund the Surviving Entity in such amount as reflected in the Company’s financial forecast previously provided to Parent and as may be necessary for it to complete the 48-week interim analysis on patient data derived from the Phase 3 Pivotal Trial of Neiman Pic up to a maximum amount, when added to the Pre-Closing Debt Funding, of $25 million. During such period, Parent will not agree, or commit to agree, to sell, assign or otherwise dispose of, lease or exclusively license any properties or assets of the Surviving Entity which are material to its business.
Company Funding. 7 Section 3.1 Yield.........................................................7 Section 3.2 Payments......................................................7 Section 3.3 Calculation of Yield..........................................7
Company Funding. Notwithstanding anything else in this Agreement, if * E-C fails to raise additional capital in such amounts as are necessary, when included with cash on-hand on the Core Binding Date, to fund its planned operations for a period ending on the later of (a) the twenty-fourth month following the Core Binding Date and (b) the Warranty Funding Date, in accordance with the E-C Company Budget provided pursuant to Section 3.3.1.3 herein, and such failure is not cured within 45-days of occurrence, D-R shall be entitled, by delivering written notice to E-C, to terminate this Agreement.
Company Funding. (a) The Sellers have advised the Buyer that, as at the Effective Time, the total amount of Cash exceeds the total amount of Financial Debt and the difference between these two aggregate amounts is $861,314 and, on that basis, the Buyer has agreed that the Company may pay a dividend to the Sellers equal to that amount prior to Completion.
(b) By no later than 2 Business Days prior to the Completion Date, the Sellers must provide to the Buyer details of the Transaction Costs, Sellers’ Loan Accounts, Transaction Bonuses and the Initial ESOP Option Termination Amount (including the aggregate totals for each item), together with supporting documentation.
Company Funding. CP Costs 10 Section 3.2 CP Costs Payments 10 Section 3.3 Calculation of Pool Company Costs 10 Section 3.4 Selection and Calculation of CP (Tranche) Accrual Periods 10
Company Funding. Employee shall use his best efforts to assist the Company to secure funding in an amount of not less than approximately $800,000. Such funding shall be upon terms and conditions acceptable to the Company. Employee shall not be liable in any manner to the Company in the event such funding is not raised.
Company Funding. From the date hereof until the Closing Date, the Seller and the Parent shall contribute to the Companies, in proportion to their ownership interests in such Companies, the funds necessary for the operation of the Companies in accordance with those obligations under any shareholders agreements or operating agreements relating to the Companies in order to protect its ownership percentage in each Company from dilution. Any such contributions which are duly made and documented in form reasonably satisfactory to the Buyer shall be credited towards the payment of the Cash Contribution and shall also increase the value of the Investment Contribution.
Company Funding. Page 5 Section 3.1 CP Costs...........................................Page 5 Section 3.2 CP Costs Payments..................................Page 5 Section 3.3 Calculation of CP Costs............................Page 5 ARTICLE IV
Company Funding. Since October 30, 1998 the Buyer has issued or agreed to issue an aggregate of 920,000 shares for aggregate cash proceeds of $800,000 and a note payable in an amount of $1,500,000. The Buyer has received additional subscriptions for 80,000 shares which is expected to yield aggregate net proceeds of $200,000 (the "Subscriptions"). The Buyer has entered into a letter agreement dated December 18, 1998 with ICI Americas, Inc. ("ICI"), a copy of which is attached hereto as Exhibit 3.17 (the "ICI Agreement"), regarding repayment of approximately $1,000,000 of the indebtedness of the Company to ICI. At the Closing, the Buyer shall contribute $500,000 of the previously described net proceeds to enable the Company to make the $500,000 payment required at Closing. The Buyer has no reason to believe that it will be unable to satisfy other trade creditors of the Company and or to fund the commencement of the Company's operations on or prior to February 1, 1999."
6. Article IV is hereby amended by deleting Section 4.12 and inserting in its place the following:
