Emergency Funding. If by Supermajority Board Vote, the Board (i) approves the expedited issuance of New Securities for emergency purposes in order for the Company to continue the operation of its business, and (ii) approve that such issuance is imminently needed such that compliance with Sections 9.1 (a)-(h) would be impracticable (an “Emergency Funding”), notwithstanding any provision hereof to the contrary, the Company may solicit additional immediate funding from the Members and, in lieu of complying with the other provisions of this Section 9.1, the Company shall instead give notice to the Members within twenty (20) calendar days after the issuance of such New Securities (the “Post-Closing Preemptive Rights Notice”). Such Post-Closing Preemptive Rights Notice shall comply with the requirements of an Issuance Notice and the other provisions of this Section 9.1 (other than the requirement to provide notice in advance of funding, which shall be superseded by this Section 9.1(i)). Each Member shall have twenty (20) Business Days from the date of the Post-Closing Preemptive Rights Notice to elect to (but, for the avoidance of doubt, shall not be obligated to) purchase the New Securities from the Company that would, if purchased by such Member, maintain such Member’s Pro Rata Portion in effect immediately prior to the Emergency Funding.
Emergency Funding. If the Board is of the opinion that the Company or any member of the Group is at risk of imminent payment default under an existing Finance Document, breaching any other material financial obligation or otherwise at risk of an imminent Company Insolvency Event occurring, then it may give written notice to the AHG Shareholders and the Investment Managers to request funding on an emergency basis, specifying the amount of funding required and the proposed Securities to be issued in connection with such funding (“Emergency Funding”).
Emergency Funding. Notwithstanding Section 3.2 which provides that the Due Date for a Capital Call shall not be less than five (5) days after the date of receipt of notice of such Capital Call, if a Request for Advance is for the purpose of funding any amount necessary to prevent or ameliorate an emergency that will result in substantial damage to the Development Project or bodily injury to any Person at or about the Development Project as reasonably determined by Campus Crest, then each Member will be required to fund its Required Amount immediately upon receipt of the applicable disbursement request or Capital Call notice.
Emergency Funding. In the event of an emergency at a DPH Site requiring the performance of an Environmental Action within hours or days of the Environmental Trustee first receiving notice of the emergency, if the emergency does not permit sufficient time to amend the annual budget for that DPH Site, the Environmental Trustee may utilize funding from the DPH Site’s Environmental Cost Account to undertake Environmental Actions necessary to respond to the emergency (the “Emergency Environmental Action”). If an Emergency Environmental Action is performed by the Lead Agency or Non-Lead Agency, the Environmental Trustee may reimburse the Lead Agency (or the Non-Lead Agency, if the Lead Agency concurs in writing) for such Emergency Environmental Action from the DPH Site’s Environmental Cost Account. Nothing in this subparagraph shall preclude the payment or reimbursement of the Emergency Environmental Action through the annual budget or budget revision process.
Emergency Funding. 22.4.1 If: (i) the Board, any Director or any Shareholder, acting in good faith, considers that there is a material risk of a Funding Crisis arising with respect to the Company or any Group Company; and (ii) Third Party Finance is not available in order to mitigate such risk on reasonable commercial terms within the timeframe required in order to mitigate such Funding Crisis risk (as determined by the Board acting reasonably):
(i) the Board, any Director or any Shareholder shall immediately notify the Shareholders of the circumstances giving rise to, or which threaten to give rise to, the Funding Crisis, (the “Funding Crisis Notice”) and, together with such notice or as soon as practicable thereafter, details of any proposals that the Board or any Shareholder wishes to discuss to remedy or mitigate such actual or potential Funding Crisis, including details of any proposed fundraising from the Shareholder in the form of a shareholder loan (the "Funding Crisis Proposals");
(ii) the Funding Crisis Notice shall convene a meeting of the Shareholders (the "Crisis Funding Meeting") to be held not less than five (5) Business Days (or such shorter period as the Board, acting reasonably, may determine), after the issue of such Funding Crisis Notice for the purpose of discussing the Funding Crisis Proposals.
22.4.2 Notwithstanding Clause 20.2, if at the Crisis Funding Meeting:
(i) all Shareholders agree that there is a material risk of a Funding Crisis arising with respect to the Company or any Group Company, then Clause 22.4.4 below shall apply; or
(ii) any Shareholder does not agree that there is a material risk of a Funding Crisis arising with respect to the Company or any Group Company, then either:
(a) any Shareholder(s) who do(es) consider (acting reasonably and in good faith) that that there is a material risk of a Funding Crisis arising with respect to the Company or any Group Company (the "Crisis Shareholder(s)" may (but shall not be required to) provide funding to the Company by way of shareholder loans to be repayable upon demand and accruing interest at the Crisis Loan Rate, the aggregate amount of which shall not exceed the amount required to remedy the Funding Crisis (as determined by the Crisis Shareholder(s) acting reasonably and in good faith) and, where applicable, provided on a pro rata basis based on the respective shareholdings of the funding Crisis Shareholder(s) (each a "Crisis Loan"); or
(b) where, within five Business Days following the Crisi...
Emergency Funding. 10.6.1 If either Shareholder or the Property Manager gives notice to the Company that Emergency Funding is required for an amount of up to one million pounds (£1,000,000) for any one occurrence, the Company shall within one (1) Business Day of receipt of that notice serve a notice (a “Drawdown Notice”) on each of the Shareholders. The Drawdown Notice will specify the reason for the Emergency Funding and the amount required for the Emergency Funding (an “Emergency Shareholder Loan”) and the date by which the Emergency Shareholder Loan must be advanced to the Company, provided that not less than four (4) Business Days’ prior written notice requesting payment shall be given. The Shareholders shall advance an Emergency Shareholder Loan pro rata to their Shares.
10.6.2 If a Shareholder fails to advance its Emergency Shareholder Loan, the other Shareholder may fund the resulting shortfall of the Emergency Funding by way of a further Emergency Shareholder Loan and the entire amount of Emergency Shareholder Loans funded by such other Shareholder shall accrue interest at a rate of eighteen per cent (18%) per annum, provided that if a Shareholder gives notice to the Company and the other Shareholder no later than two (2) Business Days after the due date of its Emergency Shareholder Loan disputing the fact that its Emergency Shareholder Loan is required for the purposes of Emergency Funding then, subject to clause 10.6.3, the interest rate will be 5 (five%) per annum.
10.6.3 If a dispute notice is served pursuant to clause 10.6.2, any Shareholder may be entitled within ten (10) Business Days of service of the dispute notice to apply to the Valuers for a determination as to whether the Emergency Funding was bona fide. If the Valuers rule that the Emergency Funding was bona fide, then the Company shall be required to pay interest on any Emergency Shareholder Loans advanced pursuant to clause 10.6.2 at eighteen per cent (18%) per annum and the Shareholders shall procure that the Company pay any shortfall in interest to the Shareholder who funded the Emergency Funding.
Emergency Funding. (a) Notwithstanding anything to the contrary in this Agreement, a Company may at any time incur, and may require the Shareholders to fund, expenditures that the President determines (acting reasonably), and the relevant Board of Managers agrees, are necessary to protect life or property or the assets of the relevant Company or to comply with Applicable Laws in the Kingdom without an approved Budget.
(b) The Parties shall ensure that each Company shall promptly notify the relevant Shareholders of the occurrence of any of the circumstances referred to in paragraph (a) above and the relevant Board of Managers may issue a Cash Call in respect of the required funding subject to compliance with the terms and conditions of Clause 4 above.
(c) Prior to the incorporation of any Company, the Development Committee shall promptly notify the Parties of the occurrence of any of the circumstances referred to in paragraph (a) above and the Development Committee may issue a Development Committee Funding Call subject to compliance with the terms and conditions of Clause 4 above.
Emergency Funding. Graduate students may apply for emergency funding when they experience unforeseen financial burdens, such as those associated with personal health crises, loss of immediate family member(s), housing crises (e.g., catastrophic loss or severe damage to residence), or any other significant and unforeseeable catastrophic events.
Emergency Funding. (i) The Members shall also have the right, but not the obligation, to make Member Loans, pro rata in accordance with their respective Ownership Percentages, of the amounts determined necessary by the Board to fund emergency expenditures to (A) prevent imminent risk to health and safety to employees or others Persons, (B) prevent imminent damage to Company property, (C) replace Company property damaged due to casualty (but only to the extent of any shortfall in insurance proceeds), or (D) avoid or cure a default under any Indebtedness of the Company or any of its Subsidiaries to an unrelated third party (such amounts, “Emergency Funding”). Upon the Board making such a determination that an Emergency Funding is necessary, the Company shall provide each Member with notice not less than ten (10) Business Days prior to the requested funding date of such Member Loans, which notice shall include (i) the requested funding date of such Member Loans, (ii) the aggregate amount of funding the Company is seeking from all Members in respect of such Emergency Funding, (iii) the amount that may be loaned by such Member (pro rata in accordance with their respective Ownership Percentages), (iv) the account to which such Member Loans shall be paid and (v) the purpose for which such Emergency Funding will be used. If any Member elects not to make its pro rata portion (in accordance with their respective relative Ownership Percentages) of such Member Loans or fails to timely make such Member Loans (such amount of unfunded Member Loans, the “Unfunded Emergency Funding Amount”), the Company shall notify any other Member making its full pro rata portion (in accordance with its Ownership Percentage) of such Member Loan (a “Participating Member”) of such Unfunded Emergency Funding Amount, which notice shall include (i) the requested funding date for such Unfunded Emergency Funding Amount (which shall not be less than ten (10) Business Days following such notice), (ii) the aggregate Unfunded Emergency Funding Amount and (iii) the account to which such Unfunded Emergency Funding Amount shall be paid. Each Participating Member shall have the right, but not the obligation, to make additional Member Loans equal to the Unfunded Emergency Funding Amount; provided, that if more than one Participating Member elects to make additional Member Loans that collectively exceed the Unfunded Emergency Funding Amount, each such Participating Member’s additional Member Loans shall be reduced ratably ...
Emergency Funding. If the Company determines in good faith that the delay occasioned by complying with the procedures contemplated by this Section 8 would be prejudicial to the Company or its financial condition or business and operations, then the Company may before delivering the Preemptive Offer or after delivering the Preemptive Offer (but before observing the time periods and other procedures set forth in this Section 8), issue or sell all of the Equity Securities. If the Company elects to issue Equity Securities under this Section 8 before it delivers a Preemptive Offer, then the Company shall deliver the Preemptive Offer to the Holders of Series C Preferred Stock to which it has not so issued or sold Equity Securities (the "Excluded Group") no later than five Business Days after the date on which such Equity Securities are issued or sold to the Holders. If the Excluded Group delivers a Preemptive Offer Acceptance Notice within 10 Business Days and the Company has issued or sold the Equity Securities to a Person but not to the Holders, then the Company shall issue or sell such number of pro rata shares of Equity Securities as the participating members of the Excluded Group would have been entitled had the Preemptive Offer been made and accepted by such member of the Excluded Group in accordance with Sections 8(a) through (d) as promptly as practicable, but in no event later than five Business Days following the date of delivery of the Preemptive Offer Acceptance Notice, at the same price, and on the same terms and conditions as the issuance and sale occurred.
