Equity Financing Commitment. The Investor hereby agrees, subject to the terms and conditions set forth herein (including, without limitation, the provisions of Section 2 and Section 9), that at the Closing it will contribute or cause to be contributed to Parent (directly or indirectly) an aggregate amount of cash in immediately available funds equal to the dollar commitment set forth next to its name on Schedule A (the “Equity Financing Commitment”) in exchange, directly or indirectly, for shares of Parent Common Stock at a price per share of $12.00, solely for the purpose of providing Parent with a portion of the funds required to pay the Required Amount upon the Closing pursuant to the Merger Agreement. The Investor may effect the purchase of the shares of Parent Common Stock directly or indirectly through one or more Affiliates or other designated co-investors; provided, that the ability of the Investor to effect the purchase through such Affiliates or other co-investors will not affect any of the Investor’s obligations hereunder; provided, further that Parent shall not be required to seek to enforce its rights against such Affiliates’ or other designated co-investors’ obligations prior to seeking to enforce its rights against the Investor; and provided, further that in the event the Investor assigns a portion of the Equity Financing Commitment to one or more Permitted Assignees in accordance with Section 12, the amount required to be funded by the Investor with respect to the Equity Financing Commitment will be reduced by the amount of the equity investments actually contributed by such assignee to Parent and available to Parent at the Closing. Notwithstanding anything else to the contrary in this Letter Agreement, under no circumstances shall the Investor be obligated to contribute more cash than the Equity Financing Commitment.
Equity Financing Commitment. The Investor hereby agrees, subject to the terms and conditions set forth herein (including, without limitation, the provisions of Section 2 and Section 9), that: (i) at the Closing it will contribute or cause to be contributed to Parent (directly or indirectly) an aggregate amount of cash in immediately available funds up to the dollar commitment set forth next to its name on Schedule A (the “Equity Financing Commitment” and the portion of the Equity Financing Commitment funded at the Closing, the “Closing Commitment”) in exchange, directly or indirectly, for shares of Parent Common Stock at a price per share of $12.00 (the “Per Share Price”), for the purpose of providing Parent with a portion of the funds required to pay the Required Amount upon the Closing pursuant to the Merger Agreement; provided, that only that portion of the Equity Financing Commitment which is required to pay the Required Amount upon the Closing pursuant to the Merger Agreement, after taking into account other sources of funding or financing, shall be required to be funded by the Investor pursuant to this Letter Agreement, and (ii) notwithstanding anything to the contrary herein, if the Closing has occurred and to the extent the full amount of the Equity Financing Commitment was not funded at the Closing, it will contribute or cause to be contributed to Parent (directly or indirectly), as requested by Parent, at or prior to the Outside Commitment Date (as defined below), an aggregate amount of cash in immediately available funds in an amount equal to the portion of the Equity Financing Commitment that was not funded at the Closing (such remaining portion of the Equity Financing Commitment following the Closing, the “Remaining Commitment”) in exchange, directly or indirectly, for shares of Parent Common Stock at the Per Share Price solely for the purpose of providing Parent with a portion of the funds required to fund the repurchase offer to be made pursuant to Section 15.02 of that certain Indenture, dated December 9, 2015 (the “Convertible Notes Indenture”), by and between the Company and Wilmington Trust, National Association, relating to the Company’s 2.25% Convertible Senior Notes due 2020 (the “Convertible Notes”) at such time that such repurchase is required to be made pursuant to the terms and conditions of such repurchase offer and the Convertible Notes Indenture; provided, that only that portion of the Remaining Commitment which is required to pay for such repurchase of th...
Equity Financing Commitment. (a) Subject to the terms and conditions set forth herein, the Investor hereby irrevocably commits to purchase equity securities of BidCo for an aggregate amount not to exceed $53,795,920.12 (the “Commitment”), in order that BidCo shall be able to pay, in accordance with the terms of the Offer, the Cash Consideration to MariaDB Shareholders whose MariaDB Shares are tendered in the Offer (the “Required Amount”), in each case, solely for the purpose of consummating the Offer; provided, that the Investor shall not, under any circumstances, be obligated to purchase equity securities of BidCo or otherwise provide any funds to BidCo hereunder in an amount exceeding the Commitment.
Equity Financing Commitment. (a) The Buyer and the Transitory Subsidiary acknowledge that they shall be fully responsible for obtaining the Equity Financing and each shall use reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment Letter, (ii) complying with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter, (iii) satisfying on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter that are within their control (other than the consummation of the Debt Financing, it being understood that the obligations of the Buyer and the Transitory Subsidiary with respect to the consummation of the Debt Financing are set forth in Section 5.4), (iv) consummating the Equity Financing contemplated by the Equity Commitment Letter (subject to the terms and conditions set forth therein) at or prior to the Closing (and in any event prior to the Outside Date), and (v) enforcing the obligations of the Investor and its respective investment Affiliates (and the rights of the Buyer and the Transitory Subsidiary) under the Equity Commitment Letter. In no event shall the Buyer or Transitory Subsidiary be required to seek or obtain equity financing other than the Equity Financing and in no event shall the Investor be required to provide Equity Financing in an amount in excess of the amount set forth in its Equity Commitment Letter.
Equity Financing Commitment. (a) Parent and Merger Subsidiary acknowledge that they have committed to provide, subject to the Equity Financing Commitment, the Equity Financing, including (i) maintaining in effect the Equity Financing Commitment, (ii) ensuring the accuracy of all representations and warranties of Parent or Merger Subsidiary set forth in the Equity Financing Commitment, (iii) complying with all covenants and agreements of Parent or Merger Subsidiary set forth in the Equity Financing Commitment, (iv) satisfying on a timely basis all conditions applicable to Parent or Merger Subsidiary set forth in the Equity Financing Commitment that are within their control, (v) upon satisfaction of such conditions and other conditions set forth in Section 9.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing, subject to the fulfillment or waiver of those conditions), consummating the financing contemplated by the Equity Financing Commitment at or prior to the Closing (and in any event prior to the Outside Date) and (vi) fully enforcing the obligations of the Equity Providers and their investment affiliates (and the rights of Parent and Merger Subsidiary) under the Equity Financing Commitment.
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Equity Financing Commitment. (a) Parent and Merger Subsidiary will use their respective reasonable best efforts to consummate the Equity Financing, including using their reasonable best efforts to (i) maintain in effect the Equity Financing Commitment until the consummation of the transactions contemplated hereby, (ii) comply with all covenants and agreements of Parent or Merger Subsidiary set forth in the Equity Financing Commitment, (iii) satisfy on a timely basis all conditions applicable to Parent or Merger Subsidiary set forth in the Equity Financing Commitment that are within their control (excluding any condition where the failure to be so satisfied is a direct result of the Company’s failure to furnish information reasonably requested by Parent in accordance with the terms of this Agreement), (iv) upon satisfaction of such conditions and other conditions set forth in Section 9.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing, subject to the fulfillment or waiver of those conditions) and subject to the other terms and provisions of this Agreement and the Equity Financing Commitment, consummate the financing contemplated by the Equity Financing Commitment at or prior to the Closing (and in any event prior to the Outside Date), and (vi) enforce the obligations of the Sponsor (and the rights of Parent and Merger Subsidiary) under the Equity Financing Commitment, but only to the extent set forth in Section 11.13(b).
Equity Financing Commitment. 5.7 ERISA ........................................................................4.12(a) Exchange Act .............................................................1.1(a) Excluded Shares .........................................................3.1(b) Expiration Date ..........................................................1.1(b)
