Common use of Initial Purchase Clause in Contracts

Initial Purchase. The Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of the Initial Purchase Notice prior to 9:00 a.m., Eastern Time, on the Business Day immediately following the Commencement Date (the “Initial Purchase Date”), to purchase, in one single purchase on the Initial Purchase Date only, such number of Purchase Shares equal to the quotient obtained by dividing (i) One Million Dollars ($1,000,000) by (ii) the Initial Purchase Price (such number of Purchase Shares, the “Initial Purchase Shares”), at a per share purchase price equal to the Initial Purchase Price and for a total aggregate purchase price of One Million Dollars ($1,000,000). If the Company delivers the Initial Purchase Notice for a Purchase Amount in excess of One Million Dollars ($1,000,000) or for a number of Purchase Shares in excess of the number of Initial Purchase Shares calculated in accordance with the immediately preceding sentence, the Initial Purchase Notice shall be void ab initio to the extent of the amount by which the Purchase Amount set forth in the Initial Purchase Notice exceeds One Million Dollars ($1,000,000) and the amount by which the number of Purchase Shares set forth in the Initial Purchase Notice exceeds the number of Initial Purchase Shares which the Company is permitted to include in such Initial Purchase Notice calculated in accordance with the immediately preceding sentence (as applicable), and the Investor shall have no obligation to pay such excess Purchase Amount or to purchase such excess Purchase Shares in respect of the Initial Purchase Notice; provided that the Investor shall remain obligated to purchase the number of Initial Purchase Shares which the Company is permitted to include in the Initial Purchase Notice calculated in accordance with the immediately preceding sentence for a total aggregate purchase price of One Million Dollars ($1,000,000).

Initial Purchase. The Company (a) From time to time from the Effective Date through the Commitment Termination Date, the Purchaser may request in writing, including, without limitation, by email (each such request an “Initial Purchase Request”), that CCLF Sub acquire one or more loans and related commitments, if any, or otherwise become a lender under the applicable Credit Agreement pursuant to which such loans and commitments are made. (b) Upon receipt by CCLF Sub of such Initial Purchase Request together with any diligence, underwriting, investment committee and other similar materials (including, without limitation, a completed Excel spreadsheet substantially in the form attached hereto as Exhibit B) prepared by the Purchaser and/or its affiliates (which may be in draft form and which the Purchaser shall have no obligation to update or supplement after delivery thereof) and made available to CCLF Sub at the time of such Initial Purchase Request (it being understood that such information may be redacted to take into account any confidential or proprietary information of Purchaser), Cliffwater, on behalf of CCLF Sub, shall have the right, but not the obligationin its sole and absolute discretion, to direct approve or reject such Initial Purchase Request and to request additional information in connection therewith. Cliffwater, on behalf of CCLF Sub, shall notify the InvestorPurchaser in writing, including without limitation, by email, of its delivery to approval or rejection of such Initial Purchase Request no later than the Investor of fifth (5th) business day succeeding the date on which it receives the Initial Purchase Notice prior Request. If Cliffwater approves such Initial Purchase Request, CCLF Sub shall purchase (each, an “Initial Purchase”) such loans (and assume any Available Unfunded Commitments associated with such loans) (each such loan, together with any loans funded by CCLF Sub after the Initial Purchase Date thereto pursuant to 9:00 a.m.an Available Unfunded Commitment assumed in connection therewith, Eastern Time, a “Purchased Loan”) specified in such Initial Purchase Request on the Business Day immediately following terms set forth in the Commencement Date relevant Initial Purchase Request (the date on which CCLF Sub acquires such Purchased Loan, assumes such Available Unfunded Commitments or otherwise becomes a lender or holder, as applicable, of such Purchased Loan or Available Unfunded Commitments, an “Initial Purchase Date”); provided, that immediately after giving effect to purchasesuch Initial Purchase, in one single purchase (A) the Purchased L&C Amount shall not exceed the Commitment Amount; and (B) the aggregate Available Unfunded Commitments (excluding any such Available Unfunded Commitments that consist of Asset-Based Finance) shall not exceed 20% of the cost basis of all Purchased Loans (the “Unfunded Commitment Limit”). To the extent that the Purchaser is subject to any binding commitment to fund or otherwise provide any anticipated Purchased Loan or Available Unfunded Commitment pursuant to a commitment letter or similar agreement and Cliffwater, on the behalf of CCLF Sub, has approved an Initial Purchase Date only, such number of Purchase Shares equal to the quotient obtained by dividing (i) One Million Dollars ($1,000,000) by (ii) the Initial Purchase Price (such number of Purchase SharesRequest with respect thereto, the “Initial Purchase Shares”)Purchaser and CCLF Sub shall, at the request of the Purchaser, enter into a per share purchase price equal back-to-back commitment letter in the form attached hereto as Exhibit C (or as otherwise agreed between the Purchaser and CCLF Sub) with respect to the Initial Purchase Price and for a total aggregate purchase price of One Million Dollars ($1,000,000). If the Company delivers the Initial Purchase Notice for a Purchase Amount in excess of One Million Dollars ($1,000,000) such Purchased Loans or for a number of Purchase Shares in excess of the number of Initial Purchase Shares calculated in accordance with the immediately preceding sentence, the Initial Purchase Notice shall be void ab initio to the extent of the amount by which the Purchase Amount set forth in the Initial Purchase Notice exceeds One Million Dollars ($1,000,000) and the amount by which the number of Purchase Shares set forth in the Initial Purchase Notice exceeds the number of Initial Purchase Shares which the Company is permitted to include in such Initial Purchase Notice calculated in accordance with the immediately preceding sentence (as applicable), and the Investor shall have no obligation to pay such excess Purchase Amount or to purchase such excess Purchase Shares in respect of the Initial Purchase Notice; provided that the Investor shall remain obligated to purchase the number of Initial Purchase Shares which the Company is permitted to include in the Initial Purchase Notice calculated in accordance with the immediately preceding sentence for a total aggregate purchase price of One Million Dollars ($1,000,000)Available Unfunded Commitments.

Initial Purchase. The Company (a) From time to time the Purchaser may request in writing, including, without limitation, by email (each such request, an “Initial Purchase Request”), that the Seller acquire one or more loans or otherwise become a lender under the Credit Agreement pursuant to which such loans are made. (b) Upon receipt by the Seller of such Initial Purchase Request together with any diligence, underwriting, investment committee and other similar materials prepared by Purchaser and its affiliates, the Seller shall have the right, but not the obligationin its sole discretion, to direct the Investor, by its delivery to the Investor of approve or reject the Initial Purchase Notice prior Request and to 9:00 a.m.request additional information in connection therewith. The Seller shall notify the Purchaser in writing, Eastern Timeincluding without limitation, by email, of its approval or rejection of such Initial Purchase Request no later than the second (2nd) business day succeeding the date on which it receives the Initial Purchase Request. If the Seller approves such Initial Purchase Request, the Seller shall purchase (each, an “Initial Purchase”) such loans (each such loan, a “Loan”) specified in such Initial Purchase Request on the Business Day immediately following terms set forth in the Commencement Date relevant Initial Purchase Request (the date on which the Seller acquires such Loan or otherwise becomes a lender of such Loan, an “Initial Purchase Date”); provided, that immediately after giving effect to purchase, in one single purchase on the such Initial Purchase Date only, such number of Purchase Shares equal to the quotient obtained by dividing (i) One Million Dollars ($1,000,000) by (ii) the Initial Purchase Price (such number of Purchase SharesPurchase, the “sum of the aggregate Initial Purchase Shares”)Principal Amount of each Loan and any unfunded commitments associated with any such Loan (including, at a per share purchase price equal to for the Initial Purchase Price avoidance of doubt, delayed draw term loans and for a total aggregate purchase price the unfunded portion of One Million Dollars ($1,000,000). If any revolving lines of credit) shall not exceed the Company delivers the Initial Purchase Notice for a Purchase Commitment Amount in excess of One Million Dollars ($1,000,000) or for a number of Purchase Shares in excess of the number of Initial Purchase Shares calculated in accordance with the immediately preceding sentence, the Initial Purchase Notice shall be void ab initio to the extent of the amount by which the Purchase Amount set forth in the Initial Purchase Notice exceeds One Million Dollars ($1,000,000) and the amount by which the number of Purchase Shares set forth in the Initial Purchase Notice exceeds the number of Initial Purchase Shares which the Company is permitted to include in effect at such Initial Purchase Notice calculated in accordance with the immediately preceding sentence (as applicable), and the Investor shall have no obligation to pay such excess Purchase Amount or to purchase such excess Purchase Shares in respect of the Initial Purchase Notice; provided that the Investor shall remain obligated to purchase the number of Initial Purchase Shares which the Company is permitted to include in the Initial Purchase Notice calculated in accordance with the immediately preceding sentence for a total aggregate purchase price of One Million Dollars ($1,000,000)time.

Initial Purchase. The Company (a) From time to time, the Purchaser may request in writing, including by email (each such request, an “Initial Purchase Request”), that the Seller acquire one or more loans and related commitments or otherwise become a lender under the applicable Credit Agreement pursuant to which such loans and commitments are made, with such loans or commitments in each case to be denominated in Dollars or any other currency mutually agreed between the Seller and the Purchaser. (b) Upon receipt by the Seller of such Initial Purchase Request together with any diligence and underwriting materials prepared by the Purchaser and/or its affiliates (which may be in draft form and which the Purchaser and its affiliates shall have no obligation to update or supplement after delivery thereof) and requested by and made available to the Seller at the time of such Initial Purchase Request (it being understood that such information may be redacted to take into account any confidential or proprietary information of the Purchaser), the Seller shall have the right, but not the obligationin its sole and absolute discretion, to direct approve or reject such Initial Purchase Request and to request additional information in connection therewith. The Seller shall promptly notify the InvestorPurchaser in writing, including by email, of its delivery to approval or rejection of such Initial Purchase Request. If the Investor of Seller approves such Initial Purchase Request, the Seller shall purchase (each, an “Initial Purchase”) such loan(s) (and assume any Available Unfunded Commitments associated with such loans) (each such loan, note or other debt instrument, together with any amounts funded after the Initial Purchase Notice prior Date thereto pursuant to 9:00 a.m.an Available Unfunded Commitment assumed in connection therewith, Eastern Time, a “Loan”) specified in such Initial Purchase Request on the Business Day immediately following terms set forth in the Commencement Date relevant Initial Purchase Request (the date on which the Seller acquires such Loan, assumes such Available Unfunded Commitment or otherwise becomes a lender or holder, as applicable, of such Loan and/or Available Unfunded Commitments, an “Initial Purchase Date”), to purchase, in one single purchase on the Initial Purchase Date only, such number of Purchase Shares equal to the quotient obtained by dividing (i) One Million Dollars ($1,000,000) by (ii) the Initial Purchase Price (such number of Purchase Shares, the “Initial Purchase Shares”), at a per share purchase price equal to the Initial Purchase Price and for a total aggregate purchase price of One Million Dollars ($1,000,000). If the Company delivers the Initial Purchase Notice for a Purchase Amount in excess of One Million Dollars ($1,000,000) or for a number of Purchase Shares in excess of the number of Initial Purchase Shares calculated in accordance with the immediately preceding sentence, the Initial Purchase Notice shall be void ab initio to the extent of the amount by which the Purchase Amount set forth in the Initial Purchase Notice exceeds One Million Dollars ($1,000,000) and the amount by which the number of Purchase Shares set forth in the Initial Purchase Notice exceeds the number of Initial Purchase Shares which the Company is permitted to include in such Initial Purchase Notice calculated in accordance with the immediately preceding sentence (as applicable), and the Investor shall have no obligation to pay such excess Purchase Amount or to purchase such excess Purchase Shares in respect of the Initial Purchase Notice; provided that the Investor shall remain obligated to purchase the number of Initial Purchase Shares which the Company is permitted to include in the Initial Purchase Notice calculated in accordance with the immediately preceding sentence for a total aggregate purchase price of One Million Dollars ($1,000,000).

Initial Purchase. The Company (a) From time to time from the A&R Effective Date through the Commitment Termination Date, the Purchaser may request in writing, including, without limitation, by email (each such request, and including requests made to Cliffwater prior to the A&R Effective Date, an “Initial Purchase Request”), that Cliffwater or CCLF Sub acquire one or more loans and related commitments, if any, or otherwise become a lender under the applicable Credit Agreement pursuant to which such loans and commitments are made. (b) Upon receipt by CCLF Sub of such Initial Purchase Request together with any diligence, underwriting, investment committee and other similar materials (including, without limitation, a completed Excel spreadsheet substantially in the form attached hereto as Exhibit B) prepared by the Purchaser and/or its affiliates (which may be in draft form and which the Purchaser shall have no obligation to update or supplement after delivery thereof) and made available to CCLF Sub at the time of such Initial Purchase Request (it being understood that such information may be redacted to take into account any confidential or proprietary information of Purchaser), Cliffwater, on behalf of CCLF Sub, shall have the right, but not the obligationin its sole and absolute discretion, to direct approve or reject such Initial Purchase Request and to request additional information in connection therewith. Cliffwater, on behalf of CCLF Sub, shall notify the InvestorPurchaser in writing, including without limitation, by email, of its delivery to approval or rejection of such Initial Purchase Request no later than the Investor of fifth (5th) business day succeeding the date on which it receives the Initial Purchase Notice Request. If Cliffwater approves such Initial Purchase Request, CCLF Sub shall purchase (each, an “Initial Purchase”) such loans (and assume any Available Unfunded Commitments associated with such loans) (each such loan, together with (1) any loans acquired by Cliffwater at the request of the Purchaser prior to 9:00 a.m.the A&R Effective Date and (2) any loans funded by Cliffwater or CCLF Sub after the Initial Purchase Date thereto pursuant to an Available Unfunded Commitment assumed in connection therewith, Eastern Time, a “Purchased Loan”) specified in such Initial Purchase Request on the Business Day immediately following terms set forth in the Commencement Date relevant Initial Purchase Request (the date on which Cliffwater acquired or CCLF Sub acquires such Purchased Loan, assumes such Available Unfunded Commitments or otherwise becomes a lender or holder, as applicable, of such Purchased Loan or Available Unfunded Commitments, an “Initial Purchase Date”); provided, that immediately after giving effect to purchasesuch Initial Purchase, in one single purchase (A) the Purchased L&C Amount shall not exceed the Commitment Amount; and (B) the aggregate Available Unfunded Commitments (excluding any such Available Unfunded Commitments that consist of Asset-Based Finance) shall not exceed 20% of the cost basis of all Purchased Loans (the “Unfunded Commitment Limit”). To the extent that the Purchaser is subject to any binding commitment to fund or otherwise provide any anticipated Purchased Loan or Available Unfunded Commitment pursuant to a commitment letter or similar agreement and Cliffwater, on the behalf of CCLF Sub, has approved an Initial Purchase Date only, such number of Purchase Shares equal to the quotient obtained by dividing (i) One Million Dollars ($1,000,000) by (ii) the Initial Purchase Price (such number of Purchase SharesRequest with respect thereto, the “Initial Purchase Shares”)Purchaser and CCLF Sub shall, at the request of the Purchaser, enter into a per share purchase price equal back-to-back commitment letter in the form attached hereto as Exhibit C (or as otherwise agreed between the Purchaser and CCLF Sub) with respect to the Initial Purchase Price and for a total aggregate purchase price of One Million Dollars ($1,000,000). If the Company delivers the Initial Purchase Notice for a Purchase Amount in excess of One Million Dollars ($1,000,000) such Purchased Loans or for a number of Purchase Shares in excess of the number of Initial Purchase Shares calculated in accordance with the immediately preceding sentence, the Initial Purchase Notice shall be void ab initio to the extent of the amount by which the Purchase Amount set forth in the Initial Purchase Notice exceeds One Million Dollars ($1,000,000) and the amount by which the number of Purchase Shares set forth in the Initial Purchase Notice exceeds the number of Initial Purchase Shares which the Company is permitted to include in such Initial Purchase Notice calculated in accordance with the immediately preceding sentence (as applicable), and the Investor shall have no obligation to pay such excess Purchase Amount or to purchase such excess Purchase Shares in respect of the Initial Purchase Notice; provided that the Investor shall remain obligated to purchase the number of Initial Purchase Shares which the Company is permitted to include in the Initial Purchase Notice calculated in accordance with the immediately preceding sentence for a total aggregate purchase price of One Million Dollars ($1,000,000)Available Unfunded Commitments.

Initial Purchase. The Upon the satisfaction of all of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”), the Company shall have the right, but not the obligation, to direct the Investor, by its the Company’s delivery to the Investor of the Initial Purchase Notice prior to 9:00 a.m.the Investor promptly following the Commencement on the Commencement Date, so that it is received by the Investor not later than 4:15 p.m., Eastern Timetime, on the Business Day immediately following Commencement Date (confirmation of which shall be provided by the Investor to the Company promptly upon such receipt), and the Investor thereupon shall have the obligation to subscribe for and purchase the Initial Purchase Shares at the Initial Purchase Price on the Commencement Date (the “Initial Purchase”) with the settlement of such Initial Purchase Date”)to occur in accordance with the procedures set forth in this Agreement provided, to purchasehowever, in one single purchase on that the Investor’s maximum committed obligation under the Initial Purchase Date only, such number of Purchase Shares equal to the quotient obtained by dividing (i) One Million Dollars ($1,000,000) by (ii) the Initial Purchase Price (such number of Purchase Shares, the “Initial Purchase Shares”), at a per share purchase price equal to the Initial Purchase Price and for a total aggregate purchase price of shall not exceed One Million Dollars ($1,000,000). If the Company delivers the Initial Purchase Notice for a directing the Investor to purchase in the Initial Purchase Amount in excess an amount of One Million Dollars ($1,000,000) or for a number of Initial Purchase Shares in excess of the number limitations contained in the definition of Initial Purchase Shares calculated and in accordance with the immediately preceding sentencethis Section 2(a), the such Initial Purchase Notice shall be void ab initio to the extent of the amount by which the Purchase Amount set forth in the Initial Purchase Notice exceeds One Million Dollars ($1,000,000) and the amount by which the number of Initial Purchase Shares set forth in the such Initial Purchase Notice exceeds the number of Initial Purchase Shares which the Company is permitted to include in such Initial Purchase Notice calculated in accordance with the immediately preceding sentence (as applicable)herewith, and the Investor shall have no obligation to pay such excess Purchase Amount or to purchase such excess Purchase Shares in respect of the such Initial Purchase Notice; provided that the Investor shall remain obligated to purchase the number of Initial Purchase Shares which the Company is permitted to include in the such Initial Purchase Notice calculated in accordance with the immediately preceding sentence for a total aggregate purchase price of One Million Dollars ($1,000,000)Notice.

Initial Purchase. The Company shall have On the rightterms and subject to the conditions set forth in this Agreement, but not (x) within five Business Days after the obligationdate hereof (the “Payment Closing Date”), the Purchaser will transfer, or cause its paying agent to direct the Investortransfer, by its delivery to wire transfer $2,500,000 (the Investor of the “Initial Purchase Notice prior Price”) in immediately available funds to 9:00 a.m.an account specified by the Company, Eastern Timerepresenting a purchase price of $5.00 per Share, on and (y) within six months after the Business Day immediately following the Commencement Payment Closing Date (the “Initial Purchase Closing Date”), to purchasethe Company will issue, in one single purchase on the Initial Purchase Date only, such number of Purchase Shares equal sell and deliver to the quotient obtained by dividing Purchaser an aggregate of 500,000 Shares (i) One Million Dollars ($1,000,000) by (ii) the Initial Purchase Price (such number of Purchase Shares, the “Initial Purchase Shares”) pursuant to the execution by the Company of a deed of issue under Dutch law substantially in the form attached hereto as Exhibit A (a “Deed of Issue”). If the Purchaser transfers, at a per share purchase price equal to or causes the transfer of, the Initial Purchase Price and for a total aggregate purchase price of One Million Dollars ($1,000,000). If to the Company delivers the Initial Purchase Notice for a Purchase Amount in excess of One Million Dollars ($1,000,000) or for a number of Purchase Shares in excess of the number of Initial Purchase Shares calculated in accordance with the immediately preceding sentence, the Initial Purchase Notice shall be void ab initio pursuant to the extent of the amount by which the Purchase Amount set forth in the Initial Purchase Notice exceeds One Million Dollars ($1,000,000) and the amount by which the number of Purchase Shares set forth in the Initial Purchase Notice exceeds the number of Initial Purchase Shares which the Company is permitted to include in such Initial Purchase Notice calculated in accordance with the immediately preceding sentence (as applicablethis Section 1.1(a), and the Investor shall have no obligation to pay such excess Purchase Amount or to purchase such excess Company does not issue, sell and deliver the Initial Purchase Shares in respect to the Purchaser by the Initial Closing Date, upon written request of the Purchaser, the Company shall return the Initial Purchase Price to the Purchaser or its paying agent, as applicable. Upon the execution of the Deed of Issue, the Company shall cause the Initial Purchase Shares to be recorded on the books of the Company and/or the register of the Company’s transfer agent. The Initial Purchase Price was calculated by the greater of (x) $5.0 per Share and (y) the weighted average closing price per Share as reported on the Nasdaq Stock Market LLC over the 15 Trading Days prior to the date hereof. To the extent required, the Company hereby irrevocably consents to payment of the Initial Purchase Notice; provided that Price in a currency other than the Investor shall remain obligated to purchase the number of Initial Purchase Shares which the Company is permitted to include in the Initial Purchase Notice calculated in accordance with the immediately preceding sentence for a total aggregate purchase price of One Million Dollars ($1,000,000)Euro.