Merger Financing. On February 7, 2020, Sonnet Sub and Sonnet entered into a securities purchase agreement (the “Securities Purchase Agreement”), with certain accredited investors (the “Investors”) pursuant to which, among other things, Sonnet Sub agreed to issue to the Investors shares of Sonnet Sub common stock immediately prior to the Merger and Sonnet agreed to issue to the Investors warrants to purchase shares of Common Stock on the tenth trading day following the consummation of the Merger in a private placement transaction for an aggregate purchase price of approximately $19 million which is comprised of a $4 million credit to Chardan Capital Markets, LLC (“Chardan”), in lieu of certain transaction fees otherwise owed to Chardan by Sonnet Sub, and $15 million in cash from the other Investors (the “Pre-Merger Financing”). Notes to the Unaudited Pro Forma Condensed Combined Financial Statements GEM Sonnet Sub entered into a Common Stock Purchase Agreement with GEM Global Yield Fund LLC SCS (“GEM”) on August 6, 2019 (the “Purchase Agreement”). The Purchase Agreement was amended on September 25, 2019 by an Amendment to Common Stock Purchase Agreement (the “2019 GEM Amendment”), and subsequently amended again on February 7, 2020 (the “2020 GEM Amendment” and, together with the Purchase Agreement and the 2019 GEM Amendment, the “GEM Agreement”). Pursuant to the GEM Agreement, GXX has agreed to purchase up to $20,000,000 (the “Aggregate Limit”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) over a three-year period commencing on the date the Purchase Agreement was executed (the “Investment Period”); provided that during any period when the Company’s public float is less than $75,000,000, the Aggregate Limit will instead be equal to one-third of the amount of the Company’s public float over any consecutive 12-month period. Under the GEM Agreement, during the Investment Period, the Company may, by delivering a Draw Down Notice (as defined in the GEM Agreement) direct GEM to purchase shares of Common Stock in an amount up to 400% of the average daily trading volume for the ten (10) trading days immediately preceding the date the Draw Down Notice is delivered. GEM is not obligated to purchase any shares Common Stock which would result in GEM beneficially owning, directly or indirectly, at the time of the proposed issuance, more than 4.99% of the shares of Common Stock issued and outstanding. GEM will pay a purchase price per share equal to 90% of...
Merger Financing. Any Merger Financing Arrangement related to the Acquired Assets will not result in a default in any material respect under the Securitization Documents.
Merger Financing. The Purchaser hereby agrees to purchase and the Company hereby agrees to sell, subject to the terms and conditions set forth herein, upon satisfaction of all Merger Financing Closing Conditions and concurrent with the Merger Closing, that number of shares of Common Stock equal to: (i) $20,000,000 divided by (ii) the Share Price; provided however, that in no event shall the number of such shares of Common Stock purchased by the Purchaser in the Merger Financing equal less than 24,638,673 shares or more than 33,000,000 shares, regardless of the Share Price (the “Acquisition Shares”).
Merger Financing. Simultaneous with the Closing of the Merger, IDF shall obtain proceeds of not less than $1.75 million and not more than $2.25 million from the Merger Financing, prior to expenses related to such Merger Financing as disclosed on Exhibit A; such expenses not to exceed $200,000 in the aggregate.
Merger Financing. Commitments shall have been obtained from ---------------- financial institutions, and/or Affiliates of Borrower, satisfactory to Lender, which, together with Lender's October 11, 1995 commitment, are sufficient to consummate the Merger.
Merger Financing. On February 7, 2020, Sonnet and Chanticleer entered into a securities purchase agreement (the “Securities Purchase Agreement”), with certain accredited investors (the “Investors”) pursuant to which, among other things, Sonnet Sub agreed to issue to the Investors shares of Sonnet Common Stock immediately prior to the merger and Chanticleer agreed to issue to the Investors warrants to purchase shares of Chanticleer Common Stock on the tenth trading day following the consummation of the merger in a private placement transaction for an aggregate purchase price of approximately $19 million which is comprised of a $4 million credit to Chardan Capital Markets, LLC (“Chardan”), in lieu of certain transaction fees otherwise owed to Chardan by Sonnet Sub, and $15 million in cash from the other Investors. Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Merger Financing. The Company shall have received all funds required to consummate the Merger and refinance the debt of the Company substantially in accordance with that certain Sources and Uses Table attached hereto as Schedule 6.3(f) on (i) the terms and conditions of the Debt Commitment Letters and the Financing Documents; PROVIDED, HOWEVER, that such Debt Commitment Letters and Financing Documents will not be materially amended or modified nor will any of the conditions to such Debt Commitment Letters and Financing Documents be waived, in each case, without the prior written consent of the Purchasers (not to be unreasonably withheld) or (ii) other terms and conditions no less favorable, in the aggregate, to the Company and reasonably satisfactory to the Purchasers.
Merger Financing. Take any action that is intended to materially impair, materially delay or prevent Parent's obtaining of financing contemplated by the Debt Commitment Letter; or
Merger Financing. FSCI shall use its best efforts together with HW Partners, L.P. to obtain, prior to the Effective Time, the Merger Financing. The Company and FSCI shall irrevocably commit the proceeds of the Merger Financing, as follows: (a) $17,000,000.00 for payment under the Xxxx Agreement by FSCI, (b) $3,000,000.00 for payment to the FSCI Shareholder as part of the Merger Consideration, (c) that amount required to make the payments due upon confirmation of the Chapter 11 Plan, and (d) the balance thereof for working capital or other corporate uses of the Surviving Corporation.
Merger Financing. The Merger Financing shall have been obtained, all conditions to the full funding of the Merger Financing shall have been satisfied or waived, and the proceeds of the Merger Financing shall have been irrevocably committed as provided in Section 3.7 of this Agreement.
