Equity Commitments Sample Clauses

Equity Commitments. (a) Parent shall be entitled to enforce, and shall enforce, the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only (i) acting at the direction of the Founders, and with Key Investor Consent (as defined below), if the Founders jointly have, acting reasonably and in good faith, determined that (x) all conditions to effect the Closing set forth in Sections 6.01 and 6.02 of the Merger Agreement (the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such Equity Commitment Letter. For the avoidance of doubt, the Investors shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required to be funded by one or more Investors under their respective Equity Commitment Letter upon written notice to such Investors prior to Closing. (b) Subject to the terms and conditions of the Equity Commitment Letter, each Investor may assign, sell-down or syndicate all or any part of its Equity Commitment to any of its Affiliates, including one or more affili...

Equity Commitments. 2.5.1 Each of the Investors hereby affirms and agrees that it is bound by its Commitment or Rollover Commitment, as applicable, and the provisions set forth in each of its Equity Commitment Letters or Rollover Agreement, as applicable, and that Parent shall be entitled to enforce the provisions of each Equity Commitment Letter or Rollover Agreement, as applicable, upon the direction of (a) the Majority Holder (provided that the Majority Holder has delivered a written notice to each other Investor stating that the Majority Holder will fund its or their Commitment immediately prior to the consummation of the Merger and concurrently with the funding of the Commitments of the other Initial and Joining Investors and the transfer and contribution of the Rollover Commitment by the Rollover Investor) or (b) the Company if the Company is permitted to enforce, or to cause Parent to enforce, the provisions of the Equity Commitment Letters and Rollover Agreement, as applicable, under the specific circumstances and as specifically set forth therein and in Section 8.5 of the Merger Agreement and does in fact so enforce, or cause Parent to enforce, such provisions. To the extent Parent enforces any Equity Commitment Letter or Rollover Agreement, as applicable, at the direction of the Majority Holder, Parent shall not attempt to enforce any Closing Equity Commitment Letter or Rollover Agreement, as applicable, until the Closing Conditions have been satisfied or validly waived as permitted hereunder. The Equity Commitment Letters shall only be funded by each Initial and Joining Investor ratably and substantially contemporaneously with each of the other Initial and Joining Investors and with the Rollover Commitment under the Rollover Agreement, the Rollover Shares shall only be transferred and contributed to Parent substantially contemporaneously with the Initial and Joining Investors funding under their Commitments, and Parent shall only enforce the Equity Commitment Letters and Rollover Agreement ratably among the Investors. Parent shall not have any right to enforce an Equity Commitment Letter or Rollover Agreement, as applicable, unless acting at the direction of the Majority Holder or the Company as set forth above, and no Investor shall have any right to enforce any of the Equity Commitment Letters or the Rollover Agreement other than (x) an Investor shall have the right to enforce any Equity Commitment Letter or Rollover Agreement to which it is a party and (y) as se...

Equity Commitments. (a) Any member of the Thermo Group (or any relevant third party) fails to make available to the Borrower the Equity Commitments when required at the times and in the manner contemplated by the First Global Deed of Amendment and Restatement, the First Thermo Group Undertaking Letter, the Second Global Amendment and Restatement Agreement, or the Second Thermo Group Undertaking Letter (as the case may be). (b) Any member of the Thermo Group (or any relevant third party) terminates, breaches (other than a breach referred to in paragraph (a) above) or repudiates any document evidencing any Equity Commitment, provided that no Event of Default shall occur under this paragraph (b): (i) in relation to any breach by a third party in circumstances where a member of the Thermo Group assumes such third party’s obligations under such document within twenty (20) days and on no more onerous terms for the Borrower; or (ii) once the Equity Commitment has been fulfilled.

Equity Commitments. Buyer shall not amend or modify the Equity Commitments in any way without the prior written approval of Seller.

Equity Commitments. Buyer has delivered to Seller true and complete copies of the equity commitment letters, dated as of the date hereof, between Buyer and each of the funds managed by Advent International Corporation named therein (collectively, the “Equity Commitments”), pursuant to which the equity investor parties thereto have committed, subject to the terms and conditions set forth therein, to invest the respective amounts set forth therein, and of which Seller is a third party beneficiary and entitled to specific performance of the terms thereof (collectively, the “Commitment”). None of the Equity Commitments has been amended or modified, no such amendment or modification is contemplated, and the respective commitments contained in the Equity Commitments have not been withdrawn or rescinded in any respect. The Equity Commitments are in full force and effect and are the valid, binding and enforceable obligations of Buyer and the other parties thereto. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Commitment, other than as set forth in or contemplated by the Equity Commitments. Subject to the terms and conditions of the Equity Commitments, and subject to the terms and conditions of this Agreement, the aggregate proceeds contemplated by the Equity Commitments will be sufficient to pay the amounts payable by Buyer pursuant to this Agreement.

Equity Commitments. 2.5.1 Each Investor hereby affirms and agrees that Parent, acting at the direction of the Requisite Investors, shall be entitled to enforce the provisions of the Equity Commitment Letter attached hereto as EXHIBIT B. Parent shall not attempt to enforce the Equity Commitment Letter until Hidary has determined that xxx Xxosing Conditions have been satisfied or validly waived as permitted hereunder. Parent shall have no right to enforce the Equity Commitment Letter unless acting at the direction of Hidary and no other Investox xxxxl have any right to enforce the Equity Commitment Letter. 2.5.2 All securities issued by Parent and its subsidiaries at the Closing shall be issued to the Investors pro rata in class, series and amount proportionate to the relative total amounts purchased and rolled-over by all Investors in accordance with each Investor's Commitment. 2.5.3 Prior to the Closing, no Investor shall transfer, directly or indirectly, its obligations and rights under the Equity Commitment Letter, other than a transfer to one or more affiliated funds or affiliated entities (other than portfolio companies) or as approved by non-transferring Investors whose Commitments equal at least two-thirds of the aggregate amount of the Commitments of all the non-transferring Investors.

Equity Commitments. There are no outstanding or authorized Equity Commitments of the Company and the Company has no obligation, whether currently or contingent upon the occurrence of any event or passage of time, to issue any Equity Commitments with respect to the Membership Units or other Equity of the Company. There are no Equity Commitments with respect to the Membership Units or other Equity of the Company that will arise in connection with or as a result of the Transaction. There are no agreements with respect to the voting or transfer of the Membership Units or other Equity of the Company, nor is the Company party to any agreement containing any right of first refusal, right of first offer or right of co-sale relating to the Membership Units or other Equity of the Company. The Company is not obligated to redeem or otherwise acquire any of the Membership Units or other Equity of the Company.

Equity Commitments. (a) Pursuant to the Significant Stockholder ECL, Significant Stockholder has committed (the “Commitment”), subject to the terms and conditions set forth therein, that, at or prior to the Closing, to purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, limited partnership interests of Parent (“LP Interests”) with an aggregate purchase price of $159,000,000, at a price per LP Interest equal to the price per LP Interest paid by Sponsor at the Closing. Based on the share count information as of February 7, 2014 and the assumptions regarding capitalization set forth in the term sheet attached to the Support Agreement, if the Merger is consummated and Significant Stockholder’s Commitment is funded in full, Sponsor and Significant Stockholder are expected to hold approximately 47.6% and 48.1% of the LP Interests, respectively, at the Effective Time. (b) The funding of Significant Stockholder’s Commitment shall be subject to (i) Shanghai Fosun Pharmaceutical (Group) Co., Ltd., a corporation incorporated under the Laws of China and the parent company of Significant Stockholder (“Significant Stockholder Parent”), having obtained the approval of the Transactions and the transactions contemplated by this Agreement by the stockholders of Significant Stockholder Parent at a duly convened general meeting (the “Significant Stockholder Parent’s Meeting”) of stockholders of Significant Stockholder Parent (the “Requisite Significant Stockholder Stockholder Approval”), (ii) the due execution and delivery of the Merger Agreement by the Company, (iii) the satisfaction or waiver of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Sections 7.1 and 7.2 of the Merger Agreement (in each case, other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), and (iv) the substantially simultaneous consummation of the Merger in accordance with the terms of the Merger Agreement. (c) If (i) the Merger is consummated and Significant Stockholder’s Commitment or the Alternative Commitment is not funded in full for any reason (including, without limitation, the failure to obtain the Requisite Significant Stockholder Stockholder Approval contemplated by Section 2(b)(i) above), or (ii) the Parent Termination Fee becomes payable solely due to the breach of Significant Stockholder’s ob...

Equity Commitments. (a) The Borrower shall procure that each member of the Thermo Group complies with its obligations in respect of the provision of the Equity Commitments under and in accordance with the provisions of the First Global Deed of Amendment and Restatement, the First Thermo Group Undertaking Letter, the Second Global Amendment and Restatement Agreement, the Second Thermo Group Undertaking Letter, the Third Global Amendment and Restatement Agreement, the Third Thermo Group Undertaking Letter, as applicable. (b) The Borrower shall procure that any third party (other than Thermo) providing funds to the Group for the purposes of satisfaction of all or a part of the Equity Commitments or pursuant to any other instrument of indebtedness (equity linked or otherwise) shall, to the extent the Equity Commitment (or any portion thereof) is evidenced by an instrument of indebtedness, enter into an Acceptable Intercreditor Agreement.

Equity Commitments. (a) Subject to paragraph (b), any Relevant Fund does not have sufficient available, undrawn and committed funds necessary to meet all of its obligations and liabilities under any Equity Commitment Letter to which it is party. (b) Paragraph (a) above, shall not apply to any Relevant Fund, to the extent that the Relevant Fund, in support of all its obligations under any Equity Commitment Letter to which it is party, has arranged for a letter of credit (in form and substance reasonably satisfactory to the Agent) to be issued in favour of the Company (the Letter of Credit being in form and substance satisfactory to the Agent).