Equity and Debt Investment. During the Interim Period, Parent shall, with reasonable cooperation from the Company, use its commercially reasonable efforts to (a) enter into and consummate subscription agreements with investors relating to a private investment in Parent to purchase shares of Parent Common Stock (“PIPE Shares”) in connection with a private placement, or enter into non-redemption agreements with existing Parent Stockholders, and/or enter into backstop arrangements with potential investors in Parent (an “Equity Investment”), or (b) arrange debt financing in connection with the transactions contemplated under this Agreement (a “Debt Financing”), in each case such that the Minimum Cash Condition is satisfied, in each case on terms mutually agreeable to the Company and Parent, acting reasonably, and, if Parent elects to seek an Equity Investment or Debt Financing, Parent shall use its commercially reasonable efforts to cause such Equity Investment or Debt Financing to occur. The Company shall provide to Parent such information about itself and its Subsidiaries in connection with the foregoing as may be reasonably requested by Parent. To the extent reasonably requested by Xxxxxx, the Company’s senior management team shall participate in any investor meetings and roadshows related to the foregoing. For the avoidance of doubt, completion of an Equity Investment or a Debt Financing is not, in and of itself, a closing condition to consummate the Transactions contemplated hereunder. Annex A-59
Equity and Debt Investment. Parent shall have completed capital transactions resulting in aggregate gross proceeds to Parent of at least One Hundred Ten Million Dollars ($110,000,000), of which certain of the proceeds shall be designated for and applied to Buyer’s purchase of the Business and the Purchased Assets.
Equity and Debt Investment. (a) During the Interim Period, Purchaser, Pubco and the Company shall use their commercially reasonable efforts to (i) enter into and consummate subscription agreements with investors relating to a private equity investment in Purchaser or Pubco to purchase shares of Purchaser or Pubco (“PIPE Shares”) in connection with a private placement, or enter into non-redemption agreements with existing Purchaser Stockholders, and/or enter into backstop arrangements with potential investors, (an “Equity Investment”), or (ii) arrange debt financing in connection with the Transactions (a “Debt Financing”), in each case such that Closing Cash (as defined below) is targeted for at least Thirty Five Million Dollars ($35,000,000), in each case on terms mutually agreeable to the Company, Purchaser and Pubco, acting reasonably, and, if Purchaser elects to seek an Equity Investment or Debt Financing, Pubco, Purchaser and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such Equity Investment or Debt Financing and use their respective commercially reasonable efforts to cause such Equity Investment or Debt Financing to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser). For the avoidance of doubt, completion of an Equity Investment or a Debt Financing is not, in and of itself, a closing condition to consummate the Transactions contemplated hereunder.
