FINANCING OF PARENT Sample Clauses

FINANCING OF PARENT. Parent shall have received or have a legally binding commitment to receive, not less than an aggregate of $6,500,000 of equity capital or debt financing, or a combination thereof.
Sample 1
FINANCING OF PARENT. There is no requirement of any funding of the future operations of the Parent or the Company in connection with the transactions contemplated by this Agreement. Additionally, the Parent and Company hereby releases Xxxxxx Xxxxxx Xxxxxx from all of his obligations under that certain investment agreement with the Parent to purchase two million shares and warrants to purchase three million shares of common stock of the Parent, dated as of July 15, 2013, as amended to correct the pricing thereof, and the Parent and Company each agrees not to pursue any action against Xx. Xxxxxx in respect of such agreement. It is agreed by the parties to the Merger Agreement that Xx. Xxxxxx may rely on this general release and agreement not to pursue any action as a third party beneficiary hereof. ” 4. To clarify Section 6.13 of the Merger Agreement, whereby Xx. Xxxxxxx Xxxx is to resign as the sole Parent Director and Officer and the persons designated on Exhibit A to the Merger Agreement are to be appointed as the directors and officers of Parent after such resignation, such resignation and appointments shall not be effective until consummation of all the conditions to the Merger, and it is the understanding of the parties hereto that the tender of the resignation and appointment documents on July 15, 2013, were not then effective, notwithstanding any language in the resignation and appointment and any public disclosure of the same that may be different. Additionally, any actions taken by such persons to be appointed as the directors and officers of the Parent upon the resignation of Xx. Xxxx are hereby deemed to be in abeyance and, if the Closing is not consummated, then they will be deemed null and void, including all the provisions relating to the issuance of any shares of common stock in or in connection with the Merger Agreement or ancillary agreements such as the investment agreement.
Sample 1

Related to FINANCING OF PARENT

  • Obligation of Parent Parent shall ensure that Purchaser duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities applicable to Purchaser under this Agreement, and Parent shall be jointly and severally liable with Purchaser for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Formation or Acquisition of Subsidiaries Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

  • Organization of Borrower The Borrower is a corporation duly formed and existing under the laws of the state where organized.

  • Conditions Precedent to the Effectiveness of this Amendment This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent: