Interim Funding. On or prior to the date of this Agreement, Parent shall obtain not less than $150,000 in additional financing. Within 90 days from the date of this Agreement, Parent shall obtain not less than an additional $1.5 million in additional financing. Upon effectuation of the Merger and Parent obtaining the additional $1.5 million in additional financing, the business of Parent (as it exists as of May 12, 2004) shall be dropped down to a wholly owned subsidiary, such subsidiary to operate independently of its parent. Parent agrees that, until such time as the business of Parent (as it exists as of May 12, 2004) shall be dropped down to a wholly owned subsidiary, Parent shall not incur any additional material liabilities.
Interim Funding. 57 5.3 Reverse Stock split; Conversion of Certain Parent Indebtedness.................... 57 5.4 Audit............................................................................. 57 5.5 Lock-Up Agreements; Parent Warrant................................................ 58 5.6
Interim Funding. In order to allow Subscribing Customers time to complete their due diligence and secure a delivery date, an Interim Funding Period has been created. This interim period covers Phase 1, 2 and approximately [* * *]% of Phase 3 of the project. The Interim Funding Project, based on an Aug 6, 1999 execution, extends until Oct 15, 1999 at which point at least one Subscribing Customer must elect one of three options. Those options and their consequence on payment of the Interim Funding Amount are described below. The Interim Funding Amount is $[* * *] and would be divided equally amongst the Subscribing Customers and allocated to Carriers based on the allocation model then in effect. SOW Weeks Interim funding Percentage SOW 15R1B [* * *] $ [* * *] [* * *] %
Interim Funding. If the Closing shall not have occurred and this Agreement shall not have been earlier terminated in accordance with Article VIII, on each of April 1, 2018 and May 1, 2018, at Seller’s written request, delivered in writing to Buyer at least five Business Days prior each of April 1, 2018 and May 1, 2018, as applicable, Buyer shall on each such date make a loan to Seller in the principal amount of $750,000 pursuant to one or more promissory notes in customary form and mutually acceptable to the Buyer and Seller (each, a “Bridge Loan” and collectively, the “Bridge Loans”) by wire transfer of immediately available funds to Seller. The Parties agree that any such Bridge Loan to be made by Buyer pursuant to this Section 6.14 shall be secured by a secured interest in favor of Buyer in all of the Acquired Assets, that is junior and subordinate in right of payment to Perceptive Credit Opportunities Fund, L.P. in respect of the outstanding debt under the Credit Agreement as of the date hereof. Each Bridge Loan shall be repaid in full by Seller (i) prior to or concurrent with the termination of this Agreement either (A) by mutual consent of the Parties pursuant to Section 8.1, or (B) by Seller pursuant to Section 8.2 or Section 8.3, (ii) within two Business Days of termination of this Agreement by Buyer pursuant to Section 8.2 or Section 8.4, or (iii) upon the Closing in accordance with Section 2.5.
Interim Funding. From the date hereof until the Closing --------------- Date, Purchaser undertakes to negotiate on commercially reasonable terms (including with respect to rates of return, restrictive provisions and security interests) and, upon mutual agreement of the parties, loan such funds to the Sellers as are necessary to operate the Business in the ordinary course and to facilitate the pursuit of such commercial opportunities as the Sellers and Purchaser collectively deem reasonable. Upon consummation of the transactions contemplated hereby (other than a consummation pursuant to the Share Purchase Option), Purchaser shall assume all liabilities under such financing.
Interim Funding. Given the Company's expense of implementing changes to the Company's Business which are recommended by Vertex in connection with its performance of the Consulting Services and in contemplation of Vertex's acquisition of the Company's Business, Vertex agrees that it will reimburse the Company for its operating losses (on a cash basis net of interest, depreciation and corporate overhead expenses) during the period extending from July 16, 2014 until the first to occur of the Closing or the time that one party notifies the other party that discussions regarding the transactions contemplated by the Letter have terminated. Vertex's obligation to reimburse the Company's operating losses shall (a) be subject to Vertex's prior written approval of expenses outside the ordinary course of business and (b) cease if either party elects not to move forward to the Closing. In the event the Closing does not occur as a result of a breach or default of Vertex, or the exercise by Vertex of one or more of its Closing contingencies, then Vertex's obligation to reimburse the Company's operating losses as provided herein shall be capped at $500,000 and the Company shall be responsible for the excess. If a Closing should occur, then at the time of the Closing Vertex will reimburse the Company for the operating losses funded by the Company after July 16, 2014. In the event the Closing does not occur as a result of a breach or default by the Company or its affiliates (which is not cured to Vertex's reasonable satisfaction within twenty days of written notice thereof) of the Letter or, if applicable, the definitive purchase agreement to be entered into by the Company and Vertex, then the Company shall reimburse Vertex for any costs and expenses incurred by Vertex in connection with its obligation hereunder to fund the Company's operating losses as provided herein.
Interim Funding. Xxxxxx shall be entitled, but shall not be obligated, to lend up to $30,000,000 to the Company on any such terms as Xxxxxx shall accept. Neither the terms of any interim Funding, nor the lending itself of any Interim Funds, shall be subject to approval or challenge by the Company or any of the Members, unless any such Interim Funding shall (a) call for the accrual of interest at a rate exceeding 12% per annum, (b) call for the accrual of interest pending any default at a rate exceeding 15% per annum, (e) specify a term of less than 30 days, or (d) run afoul of any unwaived provision of the Notes.
Interim Funding. (a) Subject to Section 3 and Section 4.2, the Board shall have the authority to determine the extent of, and the means of satisfying, any future funding needs of the Group and shall have the discretion to determine the terms of any future issuance of securities or incurrence of indebtedness by the Group.
Interim Funding. 4.0 Until the earlier of (a) the lapse of 8 months from the date hereof, and (b) closing of the Fund Raising (defined below), CGI shall pay the Entrepreneurs only from funds raised specifically for this purpose a monthly amount of US$30,000. (US$10,000 to Xxxxxx US$10,000 to Xxxxxx US$5000 to Dolphin US$5000 to Wayn). 4.1 In addition, CGI shall cover operating expenses incurred by the Entrepreneurs (tax, accounting, legal, D&O insurance, travelling expenses, etc.), in an amount of up to US$50,000 on the production of invoices and/or receipts for such expenditure.
Interim Funding. If Valor’s cash balances are equal to $1,000,000 or less at any time following the date hereof and prior to the ISR Effective Time or the earlier termination of this Agreement in accordance with Article 10, Valor may provide written notice thereof to HW. In the event that Valor delivers such written notice to HW, HW shall make a loan to Valor in the principal amount of $1,000,000 pursuant to Interim Funding Convertible Promissory Notes in the form of Exhibit F attached hereto no later than five (5) days following receipt by HW of such notice (each such Interim Funding Convertible Promissory Note, a “Subsequent HW Note”). In no event shall HW be required to make more than make more than one such loan to Valor in any thirty (30) day period. The proceeds of all loans made to Valor pursuant to this Section 8.23 shall not be used by Valor in a manner that violates Section 7.1.
