Funding Alternatives During Commercial Phase Sample Clauses

Funding Alternatives During Commercial Phase. While the Company is developing the Commercialization Plan for a Production Ready Prototype, it shall consult with the Members with respect to the amount of funding that will be required in connection with such plan and the methods by which such funding may be arranged. Each Member shall use diligent efforts to meet its funding requirements in cash from its own corporate resources. If ECD determines that, despite such efforts, it will not be able to fund in cash its 50% share of the funding required for the Commercial Phase for such Production Ready Prototype, ECD shall diligently explore other reasonable funding alternatives, including in-kind Capital Contributions of technology (other than the ECD Licensed Technology) and equity or debt financing from independent third parties. ECD's use of any such alternatives shall be subject to TESI's prior consent (which consent shall not be unreasonably withheld); except that TESI's consent shall be in its full and absolute discretion with respect to any funding alternatives proposed by ECD that would involve bringing in an additional Member or would result in the imposition of a Lien on its Interest in the Company or on any assets of the Company. If ECD is unable to secure such approved alternative funding after using its diligent efforts to do so, then TESI shall at its option (i) make a loan to the Company or (ii) purchase preferred equity in the Company, in either case in an amount equal to the Capital Contribution that ECD is unable to fund. The terms of any such loan or preferred equity shall be as set forth in Schedule 3.2. Any loan or purchase of preferred equity made by TESI may, at its option, also include TESI's share of the required funding. In no event shall TESI be obligated to make any loans or preferred equity purchases pursuant to this Section 3.2 after the fifth anniversary of the first such loan or preferred equity purchase, as the case may be. All of the foregoing consultations and efforts with respect to funding arrangements shall be concluded prior to presentation of the final Commercialization Plan to the Members for approval and such final plan shall include a detailed statement of the amount and method of funding agreed to by the Members and the Company. Neither ECD nor TESI shall be responsible for making any Capital Contributions otherwise required pursuant to Section 3.1(b) that are funded with the loans or equity purchases made by TESI under this Section 3.2.
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Funding Alternatives During Commercial Phase. 21 Section 3.3
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Related to Funding Alternatives During Commercial Phase

  • Sales During Pre-Settlement Period Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

  • Allocations During the Rapid Amortization Period During the Rapid Amortization Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Investor Certificateholders and pay or deposit from the Collection Account the following amounts as set forth below:

  • Benchmark Unavailability Period Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

  • Allocations During the Revolving Period During the Revolving Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Investor Certificateholders or the Holder of the Seller Interest and pay or deposit from the Collection Account the following amounts as set forth below:

  • Allocations During Period of Liquidation During the period commencing on the first day of the Fiscal Year during which a Dissolution Event occurs and ending on the date on which all of the assets of the Company have been distributed to the Unit Holders pursuant to Section 10.2 of this Agreement (the “Liquidation Period”), the Unit Holders shall continue to share Profits, Losses, gain, loss and other items of Company income, gain, loss or deduction in the manner provided in Article III of this Agreement.

  • Allocations During the Early Amortization Period During the Early Amortization Period, an amount equal to the product of (A) the Principal Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which an amount of such Collections equal to the Adjusted Invested Amount has been deposited into the Collection Account and allocated to the Series 1997-1 Certificateholders, such amount shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Notice of Events of Default and Servicer Replacement Event The Owner Trustee shall promptly upon receipt of a list of Certificateholders from the Certificate Registrar give notice to each Certificateholder of any (a) Default or Event of Default of which a Responsible Officer of the Owner Trustee has been provided written notice pursuant to Section 6.5 of the Indenture and (b) Servicer Replacement Event of which a Responsible Officer of the Owner Trustee has been provided written notice pursuant to Section 7.1 of the Sale and Servicing Agreement. The Owner Trustee shall have no duty to investigate, verify or take any action to determine whether any Default, Event of Default or Servicer Replacement Event has in fact occurred and shall have no duty to make any determination as to the materiality of any fact, matter or event, or to make any demand or claim for repurchase of Receivables. The Owner Trustee shall have no duty to enforce remedies for breaches of representations and warranties under any Transaction Document.

  • Interest Period Commencing on the first (1st) Payment Date of the month following the month in which the Funding Date of the applicable Term Loan Advance occurs, and continuing on each Payment Date thereafter, Borrower shall make monthly payments of interest on the principal amount of each Term Loan Advance at the rate set forth in Section 2.2(a).

  • Services During Certain Events In the event a third person begins a tender or exchange offer, circulates a proxy to stockholders, or takes other steps to effect a Change in Control, Executive agrees that he will not voluntarily terminate employment with Kaydon (or the Subsidiary then employing Executive) on less than three months written notice to the Chief Executive Officer of Kaydon, will render the services expected of his position, and will act in all things related to the interests of the stockholders of Kaydon until the third person has abandoned or terminated the efforts to effect a Change in Control or until a Change in Control has occurred.

  • London Interbank Offered Rate Benchmark Transition Event On March 5, 2021, the IBA, the administrator of the London interbank offered rate, and the FCA, the regulatory supervisor of the IBA, made the Announcements that the final publication or representativeness date for Dollars for (I) 1-week and 2-month London interbank offered rate tenor settings will be December 31, 2021 and (II) overnight, 1-month, 3-month, 6-month and 12-month London interbank offered rate tenor settings will be June 30, 2023. No successor administrator for the IBA was identified in such Announcements. The parties hereto agree and acknowledge that the Announcements resulted in the occurrence of a Benchmark Transition Event with respect to the London interbank offered rate pursuant to the terms of this Agreement and that any obligation of the Administrative Agent to notify any parties of such Benchmark Transition Event pursuant to clause (iii) of this Section 4.8(c) shall be deemed satisfied.

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