DNC 2026 Commitment Premium Sample Clauses

DNC 2026 Commitment Premium. As consideration for the commitments of the DNC 2026 Commitment Parties provided pursuant to this Agreement, the Company shall pay to each DNC 2026 Commitment Party a premium payable-in-kind equal to three percent (3.00%) of the aggregate principal amount of such DNC 2026 Commitment Party’s DNC 2026 Subscription Commitment (inclusive of any original issuance discount, or similar discount, issued pursuant to the Note Purchase Agreement) (the “DNC 2026 Commitment Premiums”). Upon the execution and delivery of this Agreement by such DNC 2026 Commitment Party, the DNC 2026 Commitment Premiums payable to such DNC 2026 Commitment Party pursuant hereto shall be fully earned and, once paid, to the extent permitted by applicable law, shall not be refundable under any circumstances. The provision for the payment of the DNC 2026 Commitment Premiums and reimbursement of any reasonable and documented out-of-pocket expenses in accordance with Section 9(a) hereof is an integral part of the transactions contemplated by this Agreement and, without this provision, the DNC 2026 Commitment Parties would not have entered into this Agreement. The terms set forth in this Section 2(c) shall survive termination of this Agreement and shall remain in full force and effect regardless of whether the transactions contemplated hereby are consummated. For the avoidance of doubt, in no event shall the DNC 2026 Commitment Premium plus any aggregate principal amount of premiums, original issuance discount or other similar discounts issued pursuant to the Note Purchase Agreement or this Agreement exceed three percent (3.0%) of the DNC 2026 Maximum Offering Size.
Sample 1
AutoNDA by SimpleDocs

Related to DNC 2026 Commitment Premium

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Amendment This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

  • Investment Company Act The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company Act, assuming no change in the Commission’s current interpretation as to entities that are not considered an investment company.

  • ERISA The Employee Retirement Income Security Act of 1974, as amended.

  • Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • Events of Default Any of the following shall constitute an Event of Default:

  • Officers’ Certificate Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • Solvency Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!