Financing Transactions. It is understood that as relates to any public or private offering of convertible debt, common or preferred stock or any other security or investment instrument of the Company (“Financing”), the Consultant is acting as an advisor only, is not a licensed securities or real estate broker or dealer, and shall have no authority to enter into any commitments on the Company’s behalf, or to negotiate the terms of any Financing, or to hold any funds or securities in connection with any Financing or to perform any act which would require the Consultant to become licensed as a securities or real estate broker or dealer under applicable state or federal law. In consideration of the Company entering into this Agreement and as an inducement to the Company agreeing to pay the compensation described on Exhibit B hereto, the Company and the Consultant confirm and acknowledge that pursuant to the Consultant’s provision of Services hereunder: The Consultant has not engaged, and shall not engage, in any actions requiring registration as a securities broker or dealer under any applicable federal, state or foreign laws; The Consultant shall only introduce to the Company prospective investors that the Consultant reasonably believes are “accredited investors” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, and will assist the Company in performing whatever reasonable due diligence investigation may be necessary in order to confirm such “accredited investor” status; and The Consultant has not engaged, and shall not engage, in any general solicitation or advertisement to seek investors or potential investors in the Company.
Financing Transactions. In connection with the Separation and prior to the Effective Time, HP and Enterprise shall cooperate with respect to and undertake such financing transactions (which may also include the transfer of cash between the HPI Group and the Enterprise Group) as HP determines to be advisable.
Financing Transactions. Prior to the Distribution Date, each of Cablevision, CSC and AMC shall enter into all necessary or appropriate arrangements, and cooperate with each other, regarding the incurrence by AMC of $1,725,000,000 aggregate principal amount of new senior secured term loans (the “New AMC Secured Debt”) and $700,000,000 aggregate principal amount of new senior unsecured notes (the “New AMC Unsecured Debt” and together with the New AMC Secured Debt, the “New AMC Debt”). On the Distribution Date, AMC will issue the Contribution Debt, consisting of approximately $1,250,000,000 aggregate principal amount of the New AMC Debt to CSC in partial consideration for the asset transfers provided for in the Contribution Agreement. AMC recognizes and agrees that CSC intends to exchange all of the Contribution Debt for outstanding CSC or Cablevision debt. AMC will use the proceeds from the New AMC Debt other than the Contribution Debt (i) to repay all AMC indebtedness outstanding immediately before the AMC Distribution (other than capital leases); (ii) pay certain fees and expenses in connection with the Distribution and the Standalone Financing and (iii) for its general corporate purposes. Without limiting the generality of the foregoing, AMC shall, as and when necessary or appropriate prior to and after the Distribution Date, (a) provide all information reasonably requested by any underwriters or financial or other advisers engaged in connection with the AMC Financing, (b) participate in due diligence sessions, syndication meetings, drafting sessions, management presentations, road show presentations and meetings with ratings agencies, (c) assist in the preparation of and execute and/or deliver, customary underwriting placement, credit, purchase, indemnification, registration rights and other definitive financing agreements and execute and deliver in a timely manner such other certificates and documents, including, without limitation, solvency certificates, comfort letters, consents, pledge and security documents and perfection certificates, as may be reasonably required in connection with the foregoing, and (d) prepare such audited and unaudited financial statements (including those required by the Commission), the Offering Memorandum, and providing such financial and other information, necessary for the consummation of such financing within the time periods required by such agreements.
Financing Transactions. After the consummation of the transactions set forth in Sections 2.5(a) through (c), TXI shall contribute to the capital of Chaparral (Virginia) Inc. all but $25 million of its intercompany receivable from Chaparral (Virginia) Inc., and Chaparral shall and shall cause the other Chaparral Parties to (i) enter into the Credit Facility and related agreements, (ii) consummate the Note Offering, and (iii) and borrow sufficient funds under the Credit Facility to permit Chaparral to pay the dividend as provided in Section 2.5(e).
Financing Transactions. In connection with the Separation and prior to the Effective Time, YUM and the SpinCo Parties shall cooperate with respect to and undertake such financing transactions (which may also include the transfer of cash between the YUM Group and the SpinCo Group) as YUM determines to be advisable.
Financing Transactions. 4.1. The Projects for which you may grant crowdfunding funds at your own discretion shall be published on the Platform. Profitus shall publish only such Projects on the Platform which, according to the Rules for the Assessment of Reliability of the Project Owners, are assessed as appropriate for publishing in the Platform.
4.2. As it has already been mentioned, you may grant crowdfunding funds to the owners of the Projects published on the Platform only if your identity is confirmed by the means permitted in the Platform and no restrictions on operations on the Platform are imposed on you as provided for in Section 10 hereof "Prohibited Actions".
4.3. The Platform may publish the following information on the Financing Transactions which may be concluded: (i) the minimum amount of investment per Investor; (ii) amount of the Investment to be raised and/or stages of financing; (iii) interest and periodicity of payment of interest; (iv) other information related to the Financing Transaction.
4.4. The Platform shall publish the following information on the Project: (i) the description of the Project; (ii) main Project development risks; (iii) the Investment Period; (iv) amount of the raised funds; (v) financial information on implementation of the Project; (vi) progress of and time limits for implementation for the Project; (vii) other information related to the Project.
4.5. Publication of the Project on the Platform or attribution of the risk to the particular Project cannot be considered as a recommendation for investment or another confirmation of the financial stability (creditworthiness) of the Project Owner, reasonableness, viability of the Project, safety of investments in the Project, your possibility to recover the Crowdfunding Funds, possibility to earn return in the form of interest or another form by Profitus.
4.6. Generally performance of the obligations to the Investors shall be secured by mortgage, pledge provided by the Project Owner (or a third party) and/or other Securities described in the Projects, for example, guarantee, suretyship etc. The particular Securities used to secure the Financing Transaction shall be indicated in the description of the Project; one Security may be intended for securing several investment raising stages.
4.7. Before entering into the respective Financing Transaction for the first time, you must carry out the appropriate test of such transaction (hereinafter referred to as the "Appropriate Test") aimed at determin...
Financing Transactions. (a) On or prior to the Initial Borrowing Date, the Borrower shall have received cash proceeds of at least $1,200,000,000 (calculated before underwriting discounts, original issue discounts, fees and commissions) from, without limitation, (i) the issuance by it of Senior Secured Notes, (ii) capital contributions to the Borrower, if any, (iii) the incurrence of Loans (which cash proceeds, for the purposes of this Section 5.18(a), shall be deemed to be $750,000,000) and (iv) the incurrence of Indebtedness pursuant to an agreement reasonably satisfactory in form and substance to the Administrative Agent (“Other Indebtedness”).
(b) On the Initial Borrowing Date, (x) the Administrative Agent shall have received true and correct copies of all material Common Equity Financing Documents, if any, all material Senior Secured Note Documents and all material Other Indebtedness Documents, if any, in each case certified as such by an authorized officer of the Borrower, (y) all such Common Equity Financing Documents and Other Indebtedness Documents and all terms and conditions thereof shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders and the Senior Secured Note Documents shall conform to the definitions thereof set forth herein and (z) all such Documents shall be in full force and effect.
Financing Transactions. (a) SENIOR LOAN FACILITY. Contemporaneous with the execution of this Agreement, the Celerity Group and the KSI Group shall effect a restructuring of the Senior Loan Facility as follows:
Financing Transactions. (a) The written list of counterparties to Financing Documents ("Borrowers") of HFP and its Subsidiaries as of April 16, 1999, previously furnished by HFP to Xxxxxx is a complete and accurate list of Borrowers of HFP and its Subsidiaries as of such date. Said list correctly and accurately sets forth as of such date the respective total lines and outstanding extensions of credit available to and made by HFP and its Subsidiaries to such Borrowers and the dates upon which HFP's and its Subsidiaries' financing contracts with such Borrowers expire.
(b) Except as previously disclosed by HFP to Xxxxxx, HFP, directly or indirectly through its Subsidiaries, has neither extended credit nor committed to extend credit to any person which extension of credit or commitment to extend credit, together with any and all extensions of credit and commitments to extend credit by HFP and its Subsidiaries to persons related to such person, exceed $30 million. A person shall be considered related to another person if he controls, is controlled by, or is under common control with such other person, control meaning for this purpose the power to direct the management or policies of such other person, whether through the exercise of voting rights, by management contract, or otherwise.
(c) Accurate and complete copies of the agreements, contracts, and other instruments including all modifications, waivers and amendments thereto (the "Financing Documents") entered into by HFP or any of its Subsidiaries, as the case may be, with respect to financing transactions entered into by HFP or any of its Subsidiaries with its or their clients (the "Financing Transactions"), are in the files of HFP located in its Chevy Chase, Maryland headquarters, and have been made available to Xxxxxx. Except in respect of the Financing Transac- tions described in Section 3.17 of the HFP Schedule, no Financing Documents deviate in any material respect from the standard forms of such Financing Documents previously furnished by HFP to Xxxxxx, and lockbox account agreements that conform in all material respects to the forms of the lockbox account agreements previously furnished by HFP to Xxxxxx are, to HFP's Knowledge, after due periodic investigation by HFP and its Subsidiaries consistent with their past practices, in full force and effect in respect of all outstanding Financing Transactions secured by, in whole or in part, items or services reimbursable by Medicare and/or Medicaid. The original execution copy of ...
Financing Transactions. (i) Holding I and Holding II will have issued the Moldings Notes as contemplated by the Holdings Offering Memorandum attached hereto as Exhibit B-1, and UCDP shall have entered into the Amended and Restated Credit Agreement as contemplated by the Credit Agreement Commitment Letter attached hereto as Exhibit B-2 and (ii) the Blackstone Entities, on the other hand, and the NBCU Entities, on the other hand, shall have received the partnership distributions contemplated by Section 1.3 hereof.
