Common use of Equity Commitment Clause in Contracts

Equity Commitment. (a) This letter agreement confirms the commitment of the Sponsor, at or immediately prior to the Effective Time, on the terms and subject to the conditions set forth herein, to purchase, directly or indirectly, equity interests of Parent and to pay, or cause to be paid, to Parent in immediately available funds an aggregate cash purchase price equal to US$200,000,000 (such amount, the “Equity Commitment”), which the Sponsor will cause to be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent pursuant to and in accordance with the Merger Agreement, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee given by the Sponsor) with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor); provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Parent and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor; provided that the Sponsor shall remain obligated for the funding in full of the Equity Commitment hereunder. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Parent, Merger Sub or any other person pursuant to the terms of this letter agreement.

Appears in 2 contracts

Samples: Equity Commitment Letter (iKang Healthcare Group, Inc.), Equity Commitment Letter

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Equity Commitment. (a) This letter agreement confirms the commitment of the Sponsor, at or immediately prior to the Effective Time, on the terms and subject to the conditions set forth herein, to purchase, directly or indirectly, equity interests of Parent and to pay, or cause to be paid, to Parent in immediately available funds an aggregate cash purchase price equal to US$200,000,000 485,660,389 (such amount, the “Equity Commitment”), which the Sponsor will cause to be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent pursuant to and in accordance with the Merger Agreement, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee given by the Sponsor) with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor); provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Parent and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor; provided that the Sponsor shall remain obligated for the funding in full of the Equity Commitment hereunder. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Parent, Merger Sub or any other person pursuant to the terms of this letter agreement.

Appears in 1 contract

Samples: Equity Commitment Letter (iKang Healthcare Group, Inc.)

Equity Commitment. (a) This letter agreement confirms the commitment of the Sponsor, at or immediately prior to the Effective Time, on the terms and subject to the conditions set forth herein, to purchase, directly or indirectly, equity interests of Parent and to pay, or cause to be paid, to Parent in immediately available funds an aggregate cash purchase price equal to US$200,000,000 129,943,503 (such amount, the “Equity Commitment”), which the Sponsor will cause to be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent pursuant to and in accordance with the Merger Agreement, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee given by the Sponsor) with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor); provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Parent and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor; provided that the Sponsor shall remain obligated for the funding in full of the Equity Commitment hereunder. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Parent, Merger Sub or any other person pursuant to the terms of this letter agreement.

Appears in 1 contract

Samples: Equity Commitment Letter (iKang Healthcare Group, Inc.)

Equity Commitment. (a) This letter agreement confirms the commitment of the Sponsor, at or immediately prior to the Effective Time, on the terms and subject to the conditions set forth herein, to purchase, directly or indirectly, equity interests of Parent and to pay, or cause to be paid, to Parent in immediately available funds an aggregate cash purchase price equal to US$200,000,000 330,056,497 (such amount, the “Equity Commitment”), which the Sponsor will cause to be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent pursuant to and in accordance with the Merger Agreement, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee given by the Sponsor) with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor); provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Parent and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. (b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor or other Affiliates of the Sponsor; provided that the Sponsor shall remain obligated for the funding in full of the Equity Commitment hereunder. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Parent, Merger Sub or any other person pursuant to the terms of this letter agreement.

Appears in 1 contract

Samples: Equity Commitment Letter (iKang Healthcare Group, Inc.)

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Equity Commitment. (a) This letter agreement confirms the commitment of the SponsorSponsors, on a joint and several basis, at or immediately prior to the Effective Time, on the terms and subject to the conditions set forth herein, to purchase, directly or indirectly, to cause the purchase of equity interests of Parent Merger Sub and to pay, or cause to be paid, paid to Parent Merger Sub in immediately available funds an aggregate cash purchase price equal to US$200,000,000 125,825,798 (such amount, the “Equity Commitment”), which the Sponsor will cause to be used by Parent solely Merger Sub shall use for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent Merger Sub pursuant to and in accordance with the Merger Agreement, together with related fees and expenses (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee given by the Sponsor) with respect to a Parent Termination Fee under the Limited Guarantee given by the Sponsor)expenses; provided that the Sponsor Sponsors (together with their permitted assigns) shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Parent Merger Sub and the aggregate amount of liability of the Sponsor Sponsors hereunder shall not exceed the amount of the Equity CommitmentCommitment (the “Cap”). (b) The Sponsor Sponsors may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor Sponsors or any investment fund or vehicles sponsored, advised or managed by the investment manager of the Sponsors or any Affiliate thereof or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund person that is a limited partner of the Sponsor Sponsors or of an Affiliate of the Sponsor Sponsors or other Affiliates of the Sponsor; provided that the Sponsor shall remain obligated for the funding in full of the Equity Commitment hereunderSponsors. The Sponsor Sponsors will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Parent, Merger Sub or any other person pursuant to the terms of this letter agreement.

Appears in 1 contract

Samples: Equity Commitment Letter (Yan Rick)

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