Escrow Account Funding. (a) No later than the eighth (8th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall deliver to each Commitment Party a written notice substantially in the form of Exhibit B attached hereto (the “Funding Notice”) of:
(i) the principal amount of New Money Securities elected to be purchased by the Rights Offering Participants and the aggregate Purchase Price therefor;
(ii) the principal amount of New Money Securities (excluding any Unsubscribed Securities) to be issued and sold by the Company to such Commitment Party and the aggregate Purchase Price therefor (as it relates to each Commitment Party, such Commitment Party’s “Purchase Amount”);
(iii) the aggregate principal amount of Unsubscribed Securities, if any, and the aggregate Purchase Price required for the purchase thereof;
(iv) the principal amount of Unsubscribed Securities (based upon such Commitment Party’s Backstop Commitment Percentage) to be issued and sold by the Company to such Commitment Party and the aggregate Purchase Price therefor (as it relates to each Commitment Party, such Commitment Party’s “Backstop Amount”, and, together with the Purchase Amount, the “Funding Amount”); and
(v) the account information (including wiring instructions) for the escrow account to which such Commitment Party shall deliver and pay the Funding Amount (the “Purchase Escrow Account”). The Company shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the Funding Notice as any Commitment Party may reasonably request.
(b) No later than three (3) Business Days prior to the Closing Date (such date, the “Escrow Funding Date”), each Commitment Party shall deliver and pay its Funding Amount by wire transfer in immediately available funds in U.S. dollars into the Purchase Escrow Account in satisfaction of such Commitment Party’s Funding Commitment. The Purchase Escrow Account shall be established with an escrow agent reasonably satisfactory to the Requisite Commitment Parties and the Company pursuant to an escrow agreement in form and substance reasonably satisfactory to the Requisite Commitment Parties and the Company. If this Agreement is terminated in accordance with its terms, the funds held in the Purchase Escrow Account shall be released, and each Commitment Party shall receive from the Purchase Escrow Account the cash amount actually funded to the Pur...
Escrow Account Funding. On the Effective Date or such earlier date agreed with the Requisite Commitment Parties pursuant to escrow agreements satisfactory to the Requisite Commitment Parties and the Company, each acting reasonably, which shall not be earlier than the fourth (4th) Business Day following receipt of the Funding Notice or more than five (5) Business Days prior to the planned Effective Date (the “Escrow Account Funding Date”), each Commitment Party shall deliver and pay an amount equal to the sum of (i) the aggregate Per Unit Purchase Price for such Commitment Party’s Commitment Percentage of the Unsubscribed Units, plus (ii) the aggregate Per Unit Purchase Price for the Common Units issuable pursuant to such Commitment Party’s exercise of all the Subscription Rights issued to it in the Rights Offering, plus (iii) the aggregate Per Unit Purchase Price for the 4(a)(2) Backstop Commitment Units to be purchased by such Commitment Party, by wire transfer of immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such Commitment Party’s Rights Offering Backstop Commitment, its obligations to fully exercise its Subscription Rights and its obligations to purchase its portion of the 4(a)(2)
Escrow Account Funding. No later than the second (2nd) Business Day following receipt of the Funding Notice (the “Escrow Account Funding Date”), each Commitment Party shall deliver and pay an amount equal to the sum of (i) the aggregate Note Purchase Price for such Commitment Party’s Commitment Percentage of the Unsubscribed Notes, plus (ii) the aggregate Note Purchase Price for the Rights Offering Notes issuable pursuant to such Commitment Party’s exercise of the Subscription Rights that such Commitment Party exercised in the Rights Offering (the “Funding Amount”), by wire transfer of immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such Commitment Party’s Rights Offering Backstop Commitment and the Subscription Rights that such Commitment Party exercised. If the Closing does not occur, all amounts deposited by the Commitment Parties in the Escrow Account shall be returned promptly to the Commitment Parties in accordance with the terms of the escrow agreement.
Escrow Account Funding. At the Effective Date or such earlier date agreed with the Requisite Commitment Parties pursuant to escrow agreements mutually satisfactory to each of the Parties, acting reasonably (the “Escrow Account Funding Date”), each Commitment Party shall deliver and pay the aggregate Per Share Purchase Price for such Commitment Party’s Backstop Commitment Percentage of the Unsubscribed Shares by wire transfer in immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such Commitment Party’s Backstop Commitment. Notwithstanding the foregoing, if the Parties are unable to agree to escrow agreements that are mutually acceptable to each of them, then all payments contemplated to be made by the Noteholders to the Escrow Account pursuant to this Section 2.4 shall instead be made to a Company bank account designated by the Company in the Funding Notice and shall be delivered and paid to such account on or prior to the Closing Date.
Escrow Account Funding. 13 Section 2.5 Closing ...................................................................................................... 14 Section 2.6 No Transfer of Backstop Commitments ................................................... 15 Section 2.7
Escrow Account Funding. No later than the date that is one (1) Business Day prior to the Closing (such date, the “Escrow Funding Date”), each Commitment Party shall deliver the aggregate Purchase Price for such Commitment Party’s Commitment Percentage of the Equity Commitment Units, by wire transfer of immediately available funds in U.S. dollars to the Escrow Account in satisfaction of such Commitment Party’s Equity Commitment. The Escrow Account shall be established with an escrow agent reasonably satisfactory to the Required Commitment Parties and the Company pursuant to an escrow agreement in form and substance reasonably satisfactory to the Required Commitment Parties and the Company. The funds held in the Escrow Account shall be released, and each Commitment Party shall receive from the Subscription Escrow Account the cash amount actually funded to the Subscription Escrow Account by such Commitment Party, plus any interest accrued thereon, within two (2) Business Days following any termination of this Agreement in accordance with its terms.
Escrow Account Funding. Pursuant to the terms of the Escrow Agreement, on the date agreed with the Required Commitment Parties (the “Escrow Account Funding Date”), each Commitment Party shall deliver and pay an amount equal to its Debt Commitment Funding Amount, if any, plus its Equity Commitment Funding Amount, if any, less its applicable Deposit Credit Amount by wire transfer of immediately available funds in U.S. dollars into its Escrow Account in satisfaction of such Commitment Party’s Debt Commitment purchase obligation and/or Equity Commitment purchase obligation, as applicable; provided that in no event shall the Escrow Account Funding Date be less than ten (10) Business Days after the Funding Notice Date or more than five (5) Business Days prior to the Effective Date. Payment to a Commitment Party’s Escrow Account in accordance with this Section 2.4 shall be a complete discharge to the relevant funding Person who shall not be concerned with the distribution of such monies so paid.
Escrow Account Funding. On the fifth (5th) Business Day before the Closing Date (the “Escrow Account Funding Date”), each Private Placement Party shall deliver and pay an amount equal to the aggregate Per Share Purchase Price for such Private Placement Party’s Private Placement Commitment, by wire transfer of immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such Private Placement Party’s Private Placement Commitment and its obligation to purchase Private Placement Shares. Notwithstanding the foregoing, all payments contemplated to be made by any Private Placement Party to the Escrow Account pursuant to this Section 2.4 may instead be made, at the option of such Private Placement Party, to a segregated bank account of the Private Placement Agent designated by the Private Placement Agent in the Funding Notice and shall be delivered and paid to such account on the Escrow Account Funding Date. For the avoidance of doubt, any Private Placement Party that fails to fulfil its obligation to fully deliver and pay the aggregate Per Share Purchase Price for such Private Placement Party’s Private Placement Commitment Percentage of any Available Shares or fully fund such Private Placement Party’s Private Placement Commitment and duly purchase all Private Placement Shares issuable to it pursuant to such exercise on the Funding Date, as applicable, shall be deemed a Defaulting Private Placement Party.
Escrow Account Funding. Pursuant to the terms of the Escrow Agreement, within the date range agreed with the Required Commitment Parties (the final date of such range, the “Escrow Account Funding Date”), each Commitment Party shall, or shall cause, delivery and payment of an amount equal to its Debt Commitment Funding Amount, if any, plus its Equity Commitment Funding Amount, if any, less its applicable Deposit Credit Amount by wire transfer of immediately available funds in U.S. dollars into its Escrow Account in satisfaction of such Commitment Party’s Debt Commitment purchase obligation and/or Equity Commitment purchase obligation, as applicable; provided that in no event shall the Escrow Account Funding Date be less than ten (10) Business Days after the Funding Notice Date and no more than five (5) Business Days prior to the Effective Date; provided further that the Funding Notice shall include a range for funding of not less than (5) five Business Days. Payment to a Commitment Party’s Escrow Account in accordance with this Section 2.4 shall be a complete discharge to the relevant funding Person who shall not be concerned with the distribution of such monies so paid.”
Escrow Account Funding. 20 Section 2.5 Closing .......................................................................................................21 Section 2.6
