Consummation of Financing. If the Buyer does not deliver an ROFR Notice in accordance with this Section 4(j), the Company may, during the sixty (60) day period immediately following the expiration of the ROFR Notice Period (the “Waiver Period”), effectuate the Financing Offer on the terms and conditions no more favorable to the third party than those set forth in the Offer Notice. If the Company does not effectuate the Financing Offer within the Waiver Period, then the rights provided hereunder shall be deemed to be revived and the Financing Offer shall not be effected unless the Company sends a new Offer Notice to the Buyer in accordance with, and otherwise complies with, this Section 4(j).
Consummation of Financing. Prior to the Closing Date, definitive documentation with respect to the sale of securities of VSCO resulting in gross proceeds of up to $15,000,000 shall have been submitted to Tianyin.
Consummation of Financing. Buyer shall use its best efforts to consummate the financing substantially on the terms set forth in Schedule 4.13.
Consummation of Financing. Buyer will use commercially reasonable best efforts to obtain the Required Financing for the consummation of the transactions contemplated by this Agreement pursuant to the Financing Letters and to satisfy all conditions to funding as set forth in the Financing Letters; provided, that in no event shall Buyer be required to issue equity or equity equivalents to obtain the Required Financing (except as set forth in the Equity Commitment Letter) or be required to accept an increase in the effective interest expense (inclusive of financing fees) or shorter average life to maturity from that contemplated by the Financing Letters. To the extent that any portion of the debt portion of the Required Financing is or becomes for any reason unavailable, Buyer will use reasonable efforts to arrange for alternative debt financing for the transactions contemplated by this Agreement on terms which, in the aggregate, are not materially less favorable to Buyer than those set forth in the Senior Debt Letter and the Subordinated Debt Letter (which shall in no event require that Buyer issue equity or equity equivalents except as set forth in the Equity Commitment Letter or suffer an increase in the effective interest expense (inclusive of financing fees) or shorter average life to maturity from that contemplated in the Financing Letters). Buyer acknowledges and agrees that, except as provided in Section 4.03, neither Parent nor Seller shall, or shall be obligated to, solicit or otherwise assist Buyer in its efforts to solicit potential lenders and/or investors in connection with Buyer's obtaining the necessary financing for the transactions contemplated by this Agreement and Buyer's obtaining, on behalf of Buyer, the necessary financing for the transactions contemplated by this Agreement.
Consummation of Financing. 27 ARTICLE VI....................................................................28
Consummation of Financing. (a) Each member of the HNC Group will use its commercially reasonable efforts to consummate the transactions contemplated by the New Credit Agreement (or any alternative financing on substantially similar terms and for an aggregate principal amount of not less than $210 million (the “Alternative Financing”)). HNC I LLC will keep JVOI informed of the status of its financing arrangements for the transactions contemplated by this Agreement, including providing written notification to JVOI as promptly as practicable (but in any event within 48 hours) with respect to (i) any adverse developments relating to such financing or (ii) the ability of the HNC Group to satisfy any of the conditions set forth in the New Credit Agreement (or any Alternative Financing). HNC I LLC will provide JVOI copies of any proposed amendments to the New Credit Agreement as promptly as possible (but in any event within 24 hours) and will not agree to any amendment to Section 4.02(d) of the New Credit Agreement or the definition of “Material Adverse Effect” thereof without the prior written consent of JVOI (or any Alternative Financing that contains any conditions that differ in any material respect to those in the New Credit Agreement, or a definition of any term similar to “Material Adverse Effect” that differs in any material respect from such term in the New Credit Agreement).
(b) In the event that on the date the Closing is to occur pursuant to Section 2.4, the transactions contemplated hereby cannot be consummated because of a failure of the condition set forth in Section 6.6 to be satisfied or waived: (x) the Closing shall be deferred for a period not to exceed 30 days from such date in order to provide the HNC Group an additional opportunity to satisfy the conditions of the New Credit Agreement (or the Alternative Financing) and (y) if the date until which the Closing is to be deferred under clause (x) above may possibly fall after December 31, 2005, Section 10.1(d) shall be automatically amended without any action by any party hereto by substituting the date “January 31, 2006” for “December 31, 2005” therein. During such period, the HNC Group will continue to use its commercially reasonable efforts to satisfy the conditions of the New Credit Agreement (or the Alternative Financing).
Consummation of Financing. The Purchaser shall use its reasonable best efforts to arrange and obtain as promptly as practicable (and in any event within 45 days of the date hereof) the proceeds of the Financing on the terms and conditions described in the Cerberus Commitment Letter, including using reasonable best efforts to (a) negotiate the Financing Transaction Documents, (b) to satisfy all terms, conditions, representations and warranties to the consummation and funding thereof in such definitive agreements and (c) enforce its rights under the Cerberus Commitment Letter. Purchaser shall promptly forward to the Seller a copy of all Financing Documents prior to the closing and the execution thereof together with final signed copies thereof. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Cerberus Commitment Letter, the Purchaser shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources as promptly as practicable following the occurrence of such event. The Purchaser shall give the Seller prompt notice of any breach by any party of the Cerberus Commitment Letter or any termination of the Cerberus Commitment Letter. The Purchaser shall keep the Seller reasonably informed on a prompt and current basis in reasonable detail of the status of its efforts to arrange the Financing and prior to the consummation of the Financing, the Purchaser shall not permit any material amendment or modification to be made to, or any material waiver of any provision or remedy under, the Cerberus Commitment Letter without first obtaining the Seller’s prior written consent. Table of Contents
Consummation of Financing. SCI shall have executed a credit agreement (the "SCI Credit Agreement") with its lenders in connection with the transactions contemplated by this Agreement on terms no less favorable to SCI in any material respect than those set forth in the commitment letter dated January 15, 1999, as amended, delivered to SCI and disclosed by SCI to Parent Co. prior to the date hereof (the "SCI Commitment Letter"), and SCI and Tower Aggregator shall have received funds under the SCI Credit Agreement sufficient to satisfy the condition specified in Section 5.1(l), in each case without waiving any material condition precedent set forth in the SCI Credit Agreement in such a manner so as to materially adversely affect SCI or Tower Aggregator; provided, however, that in no event may Tower Aggregator rely on this condition to refuse to consummate the Merger if SCI's lenders are willing to execute the SCI Credit Agreement on terms no less favorable in any material respect than those set forth in the SCI Commitment Letter and SCI fails or refuses to execute the SCI Credit Agreement.
Consummation of Financing. Each of Buyer's Parent, Buyer and Buyer Cdn shall exercise reasonable commercial efforts to consummate, as of the Closing Date, the borrowing transactions in respect of the Closing contemplated by the Mandate/Fee Letter, dated October 22, 2014 from Citizens Bank, National Association and Citizens Bank of Pennsylvania, including the Summary of Terms and Conditions annexed thereto, and executed and accepted by Buyer's Parent (together with any alternative or supplemental financing for the Transaction, the "Financing").
Consummation of Financing. 36 SECTION 5.11. Recapitalization............................................................ 37 SECTION 5.12. Transfer Taxes.............................................................. 37 SECTION 5.13. State Takeover Laws......................................................... 37 SECTION 5.14. The Company Rights Plan..................................................... 37 SECTION 5.15. Letter as to Solvency....................................................... 37 SECTION 5.16. Monetization of Non-Cash Election Shares.................................... 37 SECTION 5.17. Listing..................................................................... 38 ARTICLE VI
