Financing Right of First Refusal. (a) The Company hereby grants to the Purchaser a right of first refusal to provide any Additional Financing (as defined below) to be issued by the Company and/or any of its Subsidiaries, subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its Subsidiaries (an “Additional Financing”), the Company and/or any Subsidiary of the Company, as the case may be, shall notify the Purchaser of its intention to enter into such Additional Financing. In connection therewith, the Company and/or the applicable Subsidiary thereof shall submit a fully executed term sheet (a “Proposed Term Sheet”) to the Purchaser setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on “arm’s length” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Company and/or such Subsidiary. The Purchaser shall have the right, but not the obligation, to deliver its own proposed term sheet (the “Purchaser Term Sheet”) setting forth the terms and conditions upon which the Purchaser would be willing to provide such Additional Financing to the Company and/or such Subsidiary. The Purchaser Term Sheet shall contain terms no less favorable to the Company and/or such Subsidiary than those outlined in Proposed Term Sheet. The Purchaser shall deliver such Purchaser Term Sheet within ten business days of receipt of each such Proposed Term Sheet. If the provisions of the Purchaser Term Sheet are at least as favorable to the Company and/or such Subsidiary, as the case may be, as the provisions of the Proposed Term Sheet, the Company and/or such Subsidiary shall enter into and consummate the Additional Financing transaction outlined in the Purchaser Term Sheet.
(b) The Company will not, and will not permit its Subsidiaries to, agree, directly or indirectly, to any restriction with any person or entity which limits the ability of the Purchaser to consummate an Additional Financing with the Company or any of its Subsidiaries.
Financing Right of First Refusal. The Company hereby grants the Purchaser a right of first refusal to enter into a financing arrangement with the Company. The Company shall submit a fully executed term sheet setting out the terms, conditions and pricing of any proposed financing (such financing to be negotiated on “arm’s length” terms) to be entered into by the Company. Purchaser shall have the right, but not the obligation, to offer financing, to the Company on terms no less favorable than those outlined in the previously negotiated term sheet (which such term sheet shall be negotiated in good faith) within five business days of receipt of such proposed term sheet. If the provisions of the Purchaser’s term sheet shall be at least as favorable to the Company, the Company shall enter into the financing arrangement outlined in the Purchaser’s term sheet. If the Purchaser declines to exercise it right of first refusal hereunder, it hereby agrees to enter into such documentation as shall be reasonably requested by Company in order to subordinate its rights hereunder or under the Preferred Stock to the subsequent financier.
Financing Right of First Refusal. (a) So long as the JPM Preferred Stockholder continues to hold Preferred Stock, then if the Company desires to incur any additional indebtedness for borrowed money, including any loans, notes, bonds or similar instruments (the “Additional Indebtedness”), the Company shall negotiate in good faith for a period of 45 days the terms of any such Additional Indebtedness with the JPM Preferred Stockholder or its Affiliates (such period, the “JPM Financing Negotiation Period”). If the Company and the JPM Preferred Stockholder and/or its Affiliates are unable to reach an agreement with respect to such loan terms prior to the expiration of the JPM Financing Negotiation Period, then during the 90-day period following the expiration of the JPM Financing Negotiation Period the Company shall have the right to enter into and consummate a financing arrangement with the third party lender, with such financing to be approved by the Board, negotiated on “arm’s length” terms by the Company and to include terms that are as favorable, in all material respects, to the Company as those that the Company was prepared to accept in negotiating with the JPM Preferred Stockholder.
(b) The Company will not knowingly agree to any restriction with any Person which materially limits its ability to enter into the Additional Indebtedness with the JPM Preferred Stockholder and its Affiliates as outlined in Section 4.02(a).
Financing Right of First Refusal. Covenants of the Purchaser
Financing Right of First Refusal. 6.17 Authorization and Reservation of Shares.......................... 7.
Financing Right of First Refusal. (i) It hereby grants to Laurus a right of first refusal to provide any Additional Financing (as defined below) to be issued by any Company and/or any of its Subsidiaries (the “Additional Financing Parties”), subject to the following terms and conditions. From and after the date hereof, prior to the incurrence of any additional indebtedness and/or the sale or issuance of any equity interests of the Additional Financing Parties (an “Additional Financing”), Company Agent shall notify Laurus of such Additional Financing. In connection therewith, Company Agent shall submit a fully executed term sheet (a “Proposed Term Sheet”) to Laurus setting forth the terms, conditions and pricing of any such Additional Financing (such financing to be negotiated on “arm’s length” terms and the terms thereof to be negotiated in good faith) proposed to be entered into by the Additional Financing Parties. Laurus shall have the right, but not the obligation, to deliver to Company Agent its own proposed term sheet (the
Financing Right of First Refusal. From and after the date hereof until the earlier of the Offer Acceptance Time or the termination of this MoU, the Company shall provide Parent five (5) Business Days written notice of any proposed Permitted Company Financing under clauses (ii) and (iii) of the definition thereof, including the terms thereof, and Parent shall have the right, in its sole discretion, to match the terms of any such proposed Permitted Company Financing and provide such financing in lieu of the proposed third party lender; provided that any such financing provided by Parent shall be applied, mutatis mutandis, towards the third party financing amounts set forth in clauses (ii) or (iii) of the definition of Permitted Company Financing.
Financing Right of First Refusal. Torchlight shall have a right of first refusal (but no obligation) with respect to any refinancing of the Loan or Mortgage Loan or alternate recapitalization that may be proposed from time to time from any source with respect to the Property or the Collateral (collectively, any such financing, whether in the form of senior or subordinate financing or an equity investment is hereinafter referred to as the “Future Financing”). Borrower shall, and shall cause Mortgage Borrower to, notify Torchlight in writing (the “ROFR Financing Notice”) of its intention to obtain any such Future Financing, and in conjunction therewith, provide Torchlight with at least two (2) competitive bona fide arm’s length term sheets from third party lenders or investors (each, a “Competitive Offer”, and collectively, the “Competitive Offers”), and offer to Torchlight (in each case, a “Financing Right of First Refusal”) the opportunity to consider whether or not Torchlight will provide such Future Financing. Borrower shall not, and shall not permit Mortgage Borrower to, consummate any Future Financing without first having complied with the provisions of this Section 11.34.
Financing Right of First Refusal. Company shall grant to Purchasers the right of first refusal to provide Company with a working capital line of credit on the same terms and conditions as those offered to Company by a third-party institutional lender, excepting Crestmark Bank.
Financing Right of First Refusal. For the period commencing on the closing of the CardWorks Acquisition and ending on the earlier of (i) that date that is five years from the date of the closing of the CardWorks Acquisition, and (ii) the date on which Xxxxxxx Xxxxx no longer owns any Shares, Xxxxxxx Xxxxx shall have a right of first refusal to provide any credit card receivables lending facilities and no less than 50% of all securitization activities undertaken with respect to or related to CardWorks.
