Further Financing. The Corporation may issue further offers similar to the within which may bear higher or lower prices, as reasonably determined by the Corporation. The Corporation may, and will, acquire debt and/or equity financing in the future if required or advisable in the course of the Corporation's business development.
Further Financing. 4.1 Except as otherwise provided in this Agreement, none of the Shareholders undertakes to provide any loan or Share capital to the Company or to give any guarantee or indemnity in respect of any of the Company's liabilities or obligations.
4.2 If, at any time prior to a public offering of any Shares, the Company wishes to raise further funds, the Company must first offer the right to provide to the Company all of the further funds to the Preferred Shareholders in proportion to their respective holdings of Series A Preferred Shares. If any Preferred Shareholder does not wish to provide all or part of its proportion of the further funds, the other Preferred Shareholders shall have the right to provide those further funds in proportion to their respective holdings of Series A Preferred Shares.
Further Financing. 5.1 The Minority Shareholders agree to provide (or to procure the provision by a Company controlled by any of them) risk capital necessary to operate the Business in a manner consistent with prior practices (up to an amount necessary to support US$100,000,000 of net open position), it being agreed that the Parties shall (in so far as they are able to do so) exercise their powers reasonably to ensure that such amount is as low as commercially negotiable), for a period ending on the earlier of: (i) the second anniversary of Completion or (ii) the Buy-Out Notice Date.
5.2 Save as set forth in Clause 5.1 above, the FXCM Parties (on the one hand) and the Minority Shareholders (on the one hand, in such proportions between themselves as they shall agree) agree to contribute funds in equal amounts as needed to ensure that each of Lucid Markets LLP and its subsidiaries is sufficiently capitalized and has sufficient working capital, staff and assets to operate its Business in the ordinary course, consistent with past practice.
5.3 Nothing in this Agreement is intended to amend or affect the operation of, clause 11 of the Membership Agreement. In particular the Company shall not have any obligation to the LLP to make any payment to the LLP or to otherwise compensate the LLP in respect of any losses of the LLP (whether such losses are of an income or capital nature or otherwise).
Further Financing. 5.1 Unless otherwise agreed between the Shareholders in writing, neither Shareholder shall be obliged to give any guarantees or provide any security in respect of the funding obligations of Freegold.
5.2 Freegold's future capital requirements shall be provided in the following manner:
5.2.1 out of Freegold's own resources; or if this is not possible
5.2.2 by means of loans from financial institutions and other appropriate third parties secured by the assets of Freegold without security being provided by the Shareholders; or if this is not possible;
5.2.3 by means of loans by the Shareholders or, if so agreed between the Shareholders, by means of share capital, which shall be contributed ("the capital call contribution") by the Shareholders pro rata to their shareholdings at that time; and
5.2.4 combinations of the above.
5.3 Where the Shareholders provide any capital by way of loans, including without limitation, the loans in respect of the Unsecured Claims on Loan Account, such loans (other than the ARM Term Loan and the Harmony Term Loan, the terms and conditions of which are contained in written agreements concluded between ARM and Freegold and Harmony and Freegold respectively) shall, unless otherwise agreed in writing between the Shareholders, be on the following terms and conditions:
5.3.1 such loans shall be interest bearing at the rate agreed between the Shareholders and Freegold from time to time and failing such agreement at the Prime Rate;
5.3.2 subject to the provisions of clause 9.1, such loans shall be repayable to the Shareholders pro rata to their then shareholding as and when the funds are available;
5.3.3 such loans shall in all other respects be on the terms and conditions applicable to the existing Unsecured Claims on Loan Account (if any) at the time in question.
5.4 Should a Shareholder ("the defaulting shareholder") fair to fulfil any of its obligations in terms of and in accordance with clause 5.2.3, and should the defaulting shareholder remain in breach of those obligations for a period of 14 (fourteen) days after receipt of a written notice by the other Shareholder ("the complying shareholder") calling upon the defaulting shareholder to remedy such breach, the complying shareholder may, after it has remedied the default, in its sole discretion, elect to invoke the dilution procedure, in which event the provisions of clauses 4.8 to 4.15 (both inclusive) shall apply mutatis mutandis except that:
5.4.1 references to the second paymen...
Further Financing. Subject to Section 8, if the Company completes any further financing after the Closing Date which contains terms and conditions more favorable than those granted to each Series F Investor, Series E Investor, Series D Investor, Series C Investor, Series B+ Investor or each Series B Investor set forth in the Transaction Documents, the Company covenants and agrees that it shall, and the Management covenants and agrees that he or she shall cause the Company to, take whatever actions are necessary to grant the same to each Series F Investor, Series E Investor, Series D Investor, each Series C Investor, each Series B+ Investor or each Series B Investor.
Further Financing. The parties acknowledge and agree that:
(a) if the relevant Board concludes that the relevant Company needs further finance for the Business or to make any acquisition of assets or shares, such further finance shall be obtained by way of third-party debt financing, insofar as the relevant Board determines that it is reasonably practicable to do so on terms which, acting reasonably, the relevant Board considers commercially acceptable to the relevant Company. If such funding is not available on such terms, the relevant Board will consider whether or not to seek further finance from the relevant Securityholders; and
(b) any Group Company may grant Encumbrances to secure any bank facilities secured under clause 10.2(a).
Further Financing. Any future funding requirements of FlyBlade shall be met in the following order of preference:
8.1 Following the Completion Date, and in any event no earlier than (a) July 1, 2019 or (b) any date on which FlyBlade is capitalized with an amount of cash on the balance sheet greater than US dollars [***], whichever is later, FlyBlade shall perform a capital call for issuing further Equity Shares from each of Blade and Hunch for an aggregate contribution amount of at least US dollars [***] (the “Initial Capital Call”). Within ten (10) days from the date that FlyBlade provides written notice to both Hunch and Blade of its intent to perform the Initial Capital Call, and prior to any right of contribution of Hunch (the “Blade Option Period”), Blade shall have the right, but not the obligation, to purchase Equity Shares up to an amount such that Blade’s Percentage Interest is equal to [***] on a pro forma basis (the “Blade Option”). The price for the purchase of each Equity Share purchased by Blade pursuant to the Blade Option shall be equal to the purchase price that Blade would have paid for the Blade Subscription Shares on the Completion Date on a per share basis plus a [***] premium. Blade shall provide written notice to Hunch and FlyBlade within the Blade Option Period, which shall be binding (“Blade Option Notice”), that it desires to purchase any Equity Shares pursuant to the Blade Option. In the event that Blade fails to provide the Blade Option Notice to Hunch and FlyBlade within the Blade Option Period or notifies Hunch and FlyBlade of its decision not to purchase any Equity Shares pursuant to the Blade Option within the Blade Option Period, the right of Blade to purchase Equity Securities pursuant to the Blade Option shall be deemed to be waived by Blade. For the avoidance of doubt, Blade shall only be required to pay a [***] premium pursuant to this Clause 8.1 for Equity Shares purchased pursuant to the Blade Option during the Blade Option Period. Following the Blade Option Period, both of Hunch and Blade shall purchase the remaining number of Equity Shares to be issued pursuant to the Initial Capital Call, on a pro-rata basis in accordance with their Percentage Interest, provided that, if Blade purchases any Equity Shares pursuant to the Blade Option, such Percentage Interests shall be calculated for the purposes of this sentence only to reflect the Percentage Interests of Blade and Hunch as if the Equity Shares purchased by Blade pursuant to the Blad...
Further Financing. 2.2.3.1 Subject to the terms and conditions herein set forth, on the Further Financing Closing Date, the Company shall issue to HPA and such other persons who may agree to acquire (the "FURTHER PREFERRED STOCK PURCHASERS"), and the Further Preferred Stock Purchasers shall acquire from the Company, an additional aggregate amount of up to $5,000,000 of Series A Preferred Stock (the "FURTHER FINANCING"), and the Company shall issue, pro rata in relation to the proportion of $5,000,000 of Series A Preferred Stock that is purchased in the Further Financing, to such Person or Persons as may be specified by HPA (including HPA itself), an additional 2,500,000 Warrants (the "FURTHER WARRANTS").
2.2.3.2 If, on the Further Financing Final Date, sufficient Further Preferred Stock Purchasers are ready, willing and able to close on the Further Financing and the condition to closing specified in Section 3.6.1 hereof has been satisfied, but the Company fails to close on such Further Financing on the Further Financing Final Date despite such potential Further Preferred Stock Purchasers' readiness to do so, the Company shall issue to such Persons as HPA may designate (including HPA itself) the Further Warrants, promptly after the Further Financing Final Date; provided that if such failure to close by the Company is attributable to a failure by the Company to be able to satisfy the conditions to closing set forth in Section 3.1.1, the Company shall not be required to issue such Warrants unless such failure to satisfy such condition was deliberately caused by the Company, in whole or in part, for the purpose of preventing the Company from being able to satisfy such condition to closing.
2.2.3.3 If sufficient Further Preferred Stock Purchasers are ready, willing and able to close on the full amount of Further Financing on the Further Financing Final Date and the condition to closing specified in Section 3.6.1 hereof has been satisfied, (i) the Company shall issue such amount of Series A Preferred Stock as may be requested by those Further Preferred Stock Purchasers who do wish to purchase Series A Preferred Stock in the Further Financing, together with the appropriate pro rata portion of the Further Warrants (as specified by HPA), (ii) the parties shall have no further obligation to one another under this Agreement with regard to the provision of financing and the issuance of additional securities, but (iii) the obligations of the parties pursuant to Articles 7 through 11 shal...
Further Financing. Unless otherwise provided under the Articles of Association, the Joint Venture Contract or approved by the Board of Directors, the Company shall not raise any loans or similar instruments from Fosun or another entity, or grant loans or credit to any other entity or individual, provided that such approval shall not be required for raising any loans or similar instruments as stipulated in the Preliminary Business Plan or the Annual Business Plan then in effect.
Further Financing. The Corporation may sell shares in the future at higher or lower prices or on different terms than this offering. The Corporation may, and will, acquire debt and/or equity financing in the future required or advisable in the course of the Corporation's business development.
