Liquidity Agreements Clause Samples
A Liquidity Agreement is a contractual provision that outlines the terms under which one party provides funds or access to cash to another party, typically to ensure the latter can meet its short-term financial obligations. These agreements specify the amount of liquidity available, the conditions for drawing funds, repayment terms, and any associated fees or interest. By establishing clear rules for accessing emergency or supplemental funding, Liquidity Agreements help prevent cash flow shortages and provide financial stability, particularly in situations where timely access to funds is critical.
Liquidity Agreements. With respect to the rights of Funding Sources of the types set forth in this Article X or otherwise in this Agreement, none of the Agent, any Managing Agent or any Conduit shall enter into any Liquidity Agreement which expands or purports to expand, as between the Funding Sources parties to such Liquidity Agreement and the Seller, the rights of such Funding Sources as against the Seller beyond the scope of the express terms of this Agreement.
Liquidity Agreements. (a) (i) Upon consummation of the Merger and the Exchange Offer contemplated by the Merger Agreement, the Company issued to the Holder [●]1 Shares, 1 NTD: Exact number to be completed at Closing. representing [in excess of 20%]2 of the outstanding shares of Common Stock of the Company in accordance with the terms of the Merger Agreement. The Holder owns all of the Shares received by the Holder and any of its Affiliates in the Merger and Exchange Offer. Without the prior written consent of the Company, the Holder agrees not to effect any Transfer, or publicly announce an intention to effect any Transfer, of Company Common Stock for a period from the Effective Time to and including the earlier of:
(A) two years from the Effective Time, and
(B) the last day of the fiscal quarter in which the Holder collectively owns less than 10% of the Company’s outstanding Common Stock.
Liquidity Agreements. (a) (i) Upon consummation of the Merger and the Exchange Offer contemplated by the Merger Agreement, the Company issued to the Holder [●]1 Shares, representing [in excess of 20%]2 of the outstanding shares of Common Stock of the Company in accordance with the terms of the Merger Agreement. The Holder owns all of the Shares received by the Holder and any of its Affiliates in the Merger and Exchange Offer. Without the prior written consent of the Company, the Holder agrees not to effect any Transfer, or publicly announce an intention to effect any Transfer, of Company Common Stock for a period from the Effective Time to and including the earlier of: 1 NTD: Exact number to be completed at Closing. 2 NTD: Exact number to be completed at Closing.
Liquidity Agreements. (i) Upon consummation of the Merger and the Exchange Offer contemplated by the Merger Agreement, the Company issued to the Holder approximately 4,565,233 Shares, representing approximately 15% of the outstanding shares of Common Stock of the Company in accordance with the terms of the Merger Agreement. Without the prior written consent of the Company, the Holder (together with its Permitted Transferees, if any) agrees not to effect any Transfer, or publicly announce an intention to effect any Transfer, of Company Common Stock for a period from the Effective Time to and including the earlier of:
(A) two years from the Effective Time, and
(B) the last day of the fiscal quarter in which the Holder collectively owns less than 10% of the Company’s outstanding Common Stock.
(ii) The restrictions under this Section 2.9(a) shall not apply to sales by the Holder of shares of Common Stock of the Company that do not, in any one-month period:
(A) during the Initial Period, exceed 1% of the Company’s outstanding Common Stock;
(B) during the Subsequent Period, exceed 1.5% of the Company’s outstanding Common Stock; and
(C) during the Final Period, exceed 2% of the Company’s outstanding Common Stock.
(b) The Holder agrees not to effect any sale or distribution of Registrable Securities for a period of up to 30 days following completion of an Underwritten Offering of equity securities by the Company; provided that (i) the Company gives written notice to the Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters of such public sale or distribution on the Company or on the officers or directors or any other shareholder of the Company on whom a restriction is imposed; provided further, that this Section 2.9(b) shall not apply to the Holder if (A) the Holder has delivered (and not revoked) an Opt-Out Notice to the Company or (B) the Holder, owns less than 10% of the Company’s outstanding Common Stock.
(c) Until the two-year anniversary of the Effective Time, the Holder shall provide the Company with written attestation of its compliance with Section 2.9(a) within five Business Days after the last day of each fiscal quarter of the Company.
Liquidity Agreements. Each Liquidity Agreement shall be in full force and effect and Relationship Funding shall have sufficient unused liquidity support (after giving effect to the purchase to occur on such date) pursuant to such Liquidity Agreement.
Liquidity Agreements. The asset purchase agreement, liquidity agreement or other agreement between the Conduit Lender of any Lender Group and the Bank Lenders (each in its capacity as liquidity bank under such Liquidity Agreement) of such Lender Group.
Liquidity Agreements. (a) (i) Upon consummation of the Merger and the Exchange Offer contemplated by the Merger Agreement, the Company issued to the Holder [●]1 Shares, representing [in excess of 20%]2 of the outstanding shares of Common Stock of the Company in accordance with the terms of the Merger Agreement. The Holder owns all of the Shares received by the Holder and any of its Affiliates in the Merger and Exchange Offer. Without the prior written consent of the Company, the Holder agrees not to effect any Transfer, or publicly announce an intention to effect any Transfer, of Company Common Stock for a period from the Effective Time to and including the earlier of: 1 NTD: Exact number to be completed at Closing. 2 NTD: Exact number to be completed at Closing.
(A) two years from the Effective Time, and
(B) the last day of the fiscal quarter in which the Holder collectively owns less than 10% of the Company’s outstanding Common Stock.