Funding Default Sample Clauses
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Funding Default. (a) If a Defaulting Shareholder fails to provide the required funding in the amount and manner and within the specified period set forth in a Contribution Notice or as otherwise required pursuant to Section 7.5(b) and, in any case, the 10 Business Day cure period specified by Section 8.1 has elapsed, the Non-Defaulting Shareholder shall have the right (but not the obligation) to:
(i) fund all or a portion of the amount not funded by the Defaulting Shareholder (the “Defaulted Amount”) during the 10 day period following the expiry of the cure period referred to in Section 8.1 (the last day of such cure period being referred to as the “Dilution Day”) and, subject to the immediately following sentence, cause the dilution of the Proportionate Interest of the Defaulting Shareholder in accordance with Section 8.3. Notwithstanding anything to the contrary contained in this Agreement, for the period of time commencing on the date of this Agreement and ending on the date on which the initial Cultivation License for the Delta 3 Assets and Operations is obtained, the Non-Defaulting Shareholder shall only have a right to cause the dilution of the Defaulting Shareholder if the required funding (including without limitation, the amount) set forth in a Contribution Notice or otherwise required pursuant to Section 7.5(b) is included within the Initial Budget, or
(ii) advance all or a portion of the Defaulted Amount on behalf of the Defaulting Shareholder as a loan to the Defaulting Shareholder, with the principal amount of such loan (and any overdue interest) bearing interest at all times at a rate per annum equal to the sum of Prime Rate plus 15%, as the same shall change from time to time, or at the maximum rate permitted by Applicable Law, whichever is less, calculated and compounded monthly in arrears until paid in full (either by way of a direct payment from the Defaulting Shareholder to the Non-Defaulting Shareholder or through application of future Distributions pursuant to Section 9.1(c)) (a “Shareholder Loan”) and, for greater certainty, the Shareholder Loan shall be considered to cure any default by the Defaulting Shareholder to fund the required amount.
(b) If the Non-Defaulting Shareholder elects to fund all or a portion of the Defaulted Amount in the manner prescribed in Section 8.2(a)(i), such funding by the Non-Defaulting Shareholder shall be allocated to Share Capital in the same manner as the Share Capital held by the Non-Defaulting Shareholder immediately...
Funding Default. Project Co shall promptly upon the occurrence of a Funding Default notify the Authority of such Funding Default.
Funding Default. Project Co shall promptly upon the occurrence of a [Funding Default] notify the Authority of such [Funding Default]. The Authority may, in circumstances referred to in Clause 4.8 above (regardless of whether the Senior Funders have exercised any enforcement or similar rights under the Senior Funding Agreements), require Project Co to provide an [Interim Project Report] and to attend, and use all reasonable endeavours to ensure that the Senior Funders attend, such meetings as the Authority may convene to discuss such [Interim Project Report] and the circumstances giving rise to it. Project Co shall promptly upon a failure by the Senior Funders to advance amounts due under the Senior Funding Agreements (or in circumstances that might reasonably be expected to lead to such a failure) notify the Authority of such failure (or expected failure). The Authority may, in the circumstances referred to in Clause 4.10 above, require Project Co to attend, and use all reasonable endeavours to ensure that the Senior Funders attend, such meetings as the Authority may convene to discuss the circumstances.
Funding Default. Unless an Event of Default under the Company Notes or a breach by the Company of any of its covenants and agreements contained in this Agreement shall have occurred and be continuing, in the event that R. ▇▇▇▇▇ or the other Investors fail or refuse to provide reasonable Advances under the Line of Credit in accordance with this Agreement (a “Funding Default”), the Board of Directors of the Company (with R. ▇▇▇▇▇ and his designees abstaining) may, by majority vote, terminate this Agreement, in which event (i) R. ▇▇▇▇▇ and his designees shall resign or be subject to removal as members of the Board of Directors of the Company, and (ii) R. ▇▇▇▇▇ shall resign and President and Chief Executive Officer of the Company.
Funding Default. Sub-hubco shall promptly upon the occurrence of a [Funding Default] notify the Authority of such [Funding Default].
Funding Default. 2.4.1 Upon the occurrence of a Funding Default, the Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Backstop Parties of such Funding Default, which notice shall be given promptly following the occurrence of such Funding Default and to all Backstop Parties substantially concurrently (such five (5) Business Day period, the “Replacement Period”), to elect, by written notice to the Company, to purchase all or any portion of the New Common Shares attributable to such Defaulting Backstop Party’s Backstop Obligation (such purchase, a “Replacement Purchase”) on the terms and subject to the conditions set forth in this Agreement and in such amounts as may be agreed upon by all of the non-defaulting Backstop Parties that elect to purchase all or any portion of the New Common Shares attributable to such Defaulting Backstop Party, or, if no such agreement is reached by the date upon which the Replacement Period expires, based upon each such electing Backstop Party’s Backstop Percentage of the aggregate number of New Common Shares that have not been purchased as a result of such Funding Default (such Backstop Parties, the “Replacing Backstop Parties”). The purchase price paid by any Replacing Backstop Party in connection with a Replacement Purchase shall be equal to the applicable Purchase Price. Within one (1) Business Day from delivery of written notice of a Funding Default, electing Backstop Parties will fund the Subscription Account with the additional Purchase Price with respect to the Replacement Purchase.
2.4.2 If a Backstop Party is a Defaulting Backstop Party, it shall not be entitled to any of the Backstop Commitment Premium hereunder.
2.4.3 Other than as set forth in Section 2.4.1, nothing in this Agreement shall require any Backstop Party to purchase more than its Backstop Obligation.
2.4.4 Notwithstanding anything to the contrary set forth in Section 8.12 but subject to Section 8.14, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder, or limit the availability of the remedies set forth in Section 8.15 or otherwise available to the non-defaulting parties hereto, in connection with any such Backstop Party’s Funding Default.
Funding Default. Section 2(e) of the Loan Agreement is hereby amended by deleting clause (i) thereof in its entirety and replacing it with the following, and Section 3 of the Note is amended to reflect the changes made to Section 2(e) of the Loan Agreement:
(i) During any Lender Default Period, the minimum interest provision of Section 2(a)(iii) shall not apply and instead interest shall accrue and be calculated, and Borrowers shall pay such interest, on the actual principal balance of the Loan outstanding at a per annum rate equal to the rate originally applicable to such Loan pursuant to Section 2(a) above less five hundred basis points (5.0%), which interest rate reduction shall first be subtracted from the interest rate that otherwise would be used to calculate Deferred Interest payable on the Loan, and then, to the extent that the Deferred Interest rate is reduced to zero prior to giving effect to the full five hundred basis point interest rate reduction, from the interest rate that otherwise would be used to calculate Current Interest payable on the Loan.
Funding Default. A default in a Funding Requirement that is not paid by the non-defaulting Member as permitted in Section 8.6.1 above shall be due and payable by the defaulting Member to CPEC on demand, and such indebtedness shall bear interest at a rate of 20% per annum.
Funding Default. (i) Each Purchaser hereby acknowledges that failure by a Purchaser to exercise the Tranche A Warrant in full pursuant to the obligation in Section 1(a) of the Tranche A Warrant (a “Funding Default”) shall result in the forfeiture of all Warrants held by such Purchaser (such a Purchaser, a “Defaulting Purchaser”).
(ii) Notwithstanding anything to the contrary herein, each party agrees that the forfeiture of all Warrants held by a Defaulting Purchaser shall be the sole recourse under this Agreement and the other Transaction Documents for such Defaulting Purchaser’s Funding Default.
Funding Default. If a party is unable, fails or neglects to contribute its share of the required funding as directed by the JV Management Committee under clause (c), the Non-Defaulting Party, if it has contributed its share of the funding, may instead of exercising its rights under clause , give notice to the Defaulter that it is in default of its obligation under the contribution notice and this clause shall apply. If this clause applies, the Non-Defaulter shall pay the deficiency in the funding to the Joint Venture. The Defaulter shall pay default interest to the Non-Defaulter Interest. Interest shall be computed on the contribution from the date of the contribution notice until the date when the default is remedied by payment of the required funds to the Non-Defaulter or until the date of final settlement of the accounts of the Joint Venture, whichever is the first to occur. The Participating Interests of the parties for the purposes of profit distribution shall only be adjusted so that the Participating Interest of each party is in proportion to the total amounts contributed by the party to the funds of the Joint Venture following a payment pursuant to clause . If the Defaulter makes good its default by paying to the Non-Defaulting Party, the amount paid pursuant to clause (b) and interest accrued pursuant to clause (c), the Participating Interests shall be readjusted with effect from the date the default is remedied. If ninety (90) days has elapsed since the default, the Defaulter is only entitled to make good the default where the Non-Defaulter agrees. A Defaulter shall continue to be represented on the JV Management Committee, and shall be entitled to receive all notices and minutes of Management Committee meetings. The Non-Defaulter may elect to bar the Defaulter from participating in the decision making of the JV Management Committee until the default has been remedied. In that event, the quorum for the JV Management Committee shall be one Representative of the Non-Defaulter.