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. 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. 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 15R1B [* * *] $ [* * *] [* * *] %
Interim Funding. Bxxxxx shall be entitled, but shall not be obligated, to lend up to $30,000,000 to the Company on any such terms as Bxxxxx 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. 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. (a) Subject to the terms of the Investment Agreement, inter alia, the Purchasers (except the US Entities) have agreed and undertaken to subscribe to the Interim Funding Shares.
(b) If the Interim Funding Closing (as defined under the Investment Agreement) does not take place in accordance with the terms thereof, the Company shall be free to offer the Interim Funding Shares to any third party, including the Non- Promoter Sellers (Interim Funding Third Party), it being agreed that the Interim Funding Shares to be issued to the Interim Funding Third Party may not be at the same pre-money equity valuation of Rs. 65,00,00,00,000 (Rupees Six Thousand Five Hundred Crores). In terms of the Restated Long Form SPA, prior to issuance of the Interim Funding Shares to such Interim Third Party, the Company and the Sellers (as defined in the Restated Long Form SPA) have undertaken to procure and deliver an undertaking from such Interim Funding Third Party, in the format set out in Schedule 8 of the Restated Long Form SPA, confirming that it will transfer the Interim Funding Shares to the purchasers (as defined under the Restated Long Form SPA) on the First Closing Date in accordance with the terms of the Restated Long Form SPA. In terms of the Restated Long Form SPA, the parties (as defined in the Restated Long Form SPA) have agreed that (i) until such time as the Restated Long Form SPA is terminated in accordance with Clause 12 thereof, the Interim Funding Third Party shall not be provided with any rights other than statutory rights attached to the Interim Funding Shares; and (ii) the Company shall intimate the Purchaser Representative of the terms and conditions of issuance of Interim Funding Shares to Interim Funding Third Party.
(c) In terms of the Restated Long Form SPA, in the event the Interim Funding Shares are subscribed to by Interim Funding Third Party, the Per Sale Share Price shall stand amended in accordance with the formula as listed below, and the provisions of the Restated Long Form SPA, including clause 3.1 of the Restated Long Form SPA shall stand amended to that extent; provided that, the total purchase amount payable for 100% shareholding of the Company by the Purchasers to the Transaction Sellers and the Interim Funding Third Party under the Restated Long Form SPA, this Restated OIC SPA and the Other Share Purchase Agreements (as defined in the Restated Long Form SPA) shall not exceed Rs. 64,91,94,65,000 (Rupees Six Thousand Four Hundred and Ninety ...
Interim Funding. Promptly upon the request of the Company after the date hereof, Purchaser shall lend Operating Sub up to $500,000 (the "Interim Indebtedness"). The Interim Indebtedness shall be secured by a Lien on the personal property and equipment of Operating Sub. The Company and Operating Sub agree to execute such documents and instruments as may be reasonably requested by Purchaser to evidence the Interim Indebtedness and the Lien securing the Interim Indebtedness.
Interim Funding. The Subscriber has agreed to enter into management and funding arrangements with the PRC Storage Subsidiaries on terms to be agreed. The indicative terms for the management and funding arrangements based on a letter of interest issued to the liquidators of StorageCo are as follows: Borrowers: each of the PRC Storage Subsidiaries Lender: the Subscriber or its nominee Loan: not less than US$40 million in aggregate Drawdown schedules: based on working capital requirements and repayment obligations of the borrowers Term: repayable on events of default occurring but in any event if completion of the Acquisition fails to take place Management arrangement: the Subscriber to be responsible for the management of storage business of the borrowers.
Interim Funding. During the period between the Amendment Effective Date and the Closing, the Company shall continue to provide funding to PEI in accordance with the budget attached as Schedule A, it being acknowledged that, through the Amendment Effective Date, the Company has provided funding to PEI in the aggregate amount of $228,894.23. All amounts so funded (the “Funded Payments”) shall be evidenced by promissory notes of PEI (each a “Note”) in the same form and having the same terms as the notes already issued to the Company in respect of advances of the Purchase Price. Any Note shall be convertible, at the option of SMG1, into shares of Preferred Stock on a pro rata basis based on the conversion ratio set forth in the Series A Certificate of Designation. To the extent applicable, the Funded Payments shall reduce the Closing Payments.