New Capital. The Instructing Group and the Last Out Requisite Lenders shall be satisfied with (i) the terms and amount of the 7.5% convertible notes due 2019 to be issued pursuant to the terms of the New Capital Commitment Agreement and (ii) the form of the New Capital Commitment Agreement (including the provision of legal opinions in form and substance reasonably satisfactory to the Instructing Group and the Last Out Requisite Lenders relating to the New Capital Commitment Agreement and the capacity and authority of the Backstop Commitment Providers party thereto to enter into the New Capital Commitment Agreement and to perform their obligations thereunder).
New Capital. (a) In the event that the Company from time to time requires capital in addition to the aggregate Capital Commitments and the Board of Directors approves pursuant to Section 3.2(b)(x) the raising of additional capital ("New Capital") by the Company, and such issuance satisfies the other requirements of Luxembourg law, each Shareholder shall have the preferential right to subscribe to such New Capital in proportion to its Share Percentage as of the date of the notice described in Section 2.8(c).
(b) The Shareholders acknowledge and agree that upon the written request of any Shareholder, the Board of Directors shall promptly determine, in its sole discretion, whether or not to approve the issuance of New Capital and the terms of such New Capital.
(c) Promptly following a decision of the Board of Directors to issue New Capital, the Company shall provide to each Shareholder a written notice (a "New Capital Notice") specifying the total amount of the New Capital proposed to be issued and the amount and terms of such New Capital for which each Shareholder is entitled to subscribe.
(d) For a period of thirty (30) days following the date of the New Capital Notice, each Shareholder may elect by written notice to the Company (a "Subscription Notice") to subscribe for all or any portion of that amount of New Capital for which the Shareholder is entitled to subscribe as set forth in the New Capital Notice.
(e) At the end of such thirty (30) day period, (i) the Company shall give to each Shareholder written notice of which Shareholders have subscribed for New Capital and the amount of such New Capital for which each such Shareholder has subscribed and (ii) in the event that any Shareholder does not subscribe for the full amount of New Capital for which such Shareholder is entitled to subscribe, the Company shall give to each Shareholder that had subscribed for the full amount of New Capital for which it was entitled to subscribe (a "Fully Subscribed Shareholder") written notice (a "Further Capital Notice") specifying the amount of such unsubscribed New Capital. For a period of fifteen (15) days from the date of any Further Capital Notice, each Fully Subscribed Shareholder may elect, by giving a Further Subscription Notice to the Company, to subscribe for all or any portion of the additional unsubscribed New Capital, which shall be allocated in the following order of priority: first, ratably to the Fully Subscribed Shareholders in accordance with each Fully Subscribed S...
New Capital. If at any time during the LLC’s term there are insufficient LLC Reserves (after consideration of Deferred Capital Contributions) to pay the debt service, operating expenses, or other expenses or costs necessary to operate the Property, the Members shall have the authority to raise additional capital by selling additional Ownership Interests, first to Members and, if necessary, to non-Members. The Members must first offer any new Ownership Interest pro rata to the existing Members, excluding any Members in default under Section 2.5, upon such terms and conditions, and for such prices, as are proposed for sale to third parties. If the Members do not purchase all the new Ownership Interests within twenty (20) days of notice, then the remaining new Ownership Interests may be offered to non-Members on the same terms and conditions. Such new Members shall be admitted to the LLC upon purchase of the new interests and completion of all required documentation.
New Capital. Borrower shall have received unrestricted New Capital of, (i) [****], (ii) [****] and (iii) [****], each of the foregoing measured on a cumulative basis beginning on January 1, 2013.
New Capital. Within 270 calendar days after the date of this Agreement must furnish Lender with satisfactory evidence that Borrower has raised a minimum of $700,000.00 in new capital in a manner acceptable to Lender. If Borrower furnishes Lender with satisfactory evidence that Xxxxxxxx has raised a minimum of $700,000 in new capital in a manner acceptable to Lender, thereafter the limitation on the value of Finished Goods contained in the Borrower Base Limitation definition shall be increased from $250,000 to $1,000,000.
New Capital. The First Capital Date shall not have occurred on or prior to the Contribution Compliance Date.
New Capital. “New Capital” shall mean, for the purposes of this Agreement, those projects that achieve expansion of the system, such as new main tracks, new sidings, and new C&S.
New Capital. Unimedia shall have, at the Closing, $7.0 million in cash or cash equivalents resulting from new subscriptions to Unimedia shares by one or more persons in Unimedia made subsequent to the date of this Agreement (and from sales to such persons of the shares of CMG Common Stock acquired by Unimedia in CMG's private placement described below). All new investors shall, in connection with their investment in Unimedia, be provided with copies of the CMG Reports and shall agree to be bound by the terms of this Agreement. Additionally, it is acknowledged by CMG that in connection with its purchase of shares from CMG in CMG's private placement, Unimedia will incur debt in an amount up to $2.0 million, which debt will be repaid from the $7.0 million required to be available at the Closing under this Section 6.12. Between the date of this Agreement and the Closing Date, Unimedia shall raise the funds required to be available at the Closing to satisfy the condition to Closing set forth in this Section 6.12 and, pursuant to Section 12.1(d), if these funds are not raised by that date, CMG shall have the right to cancel this Agreement. To the extent that Unimedia has paid any portion of the debt related to the acquisition of the shares of CMG Common Stock prior to the Closing (or, to the extent that the new subscribers pay any of such debt before the Closing), the amount of such debt previously paid will reduce the $7.0 million required to be available at the Closing under this Section 6.12 on a dollar for dollar basis.
New Capital. Upon raising the Minimum Offering Amount as defined in the Series Offering materials, including but not limited to the respective Private Placement Memorandum, subscription funds will be released to the benefit of the Fund and Membership Units will be issued to such investors. Additional capital in excess of the Minimum Offering Amount may be invested after the Initial Closing and Members and new investors may continue to invest in the Series until the Offering is terminated. The Members acknowledge that the income produced by the Fund may be insufficient to pay all of the costs of operating the Series (including within the meaning of the term "Cost of Operating" and without limiting the generality of said term) all taxes, assessments, and other governmental charges, insurance premiums, costs of repair and maintenance, costs of improvement and the principal and interest payments required to be made on the Series loans. The Series Manager may make additional funds available to the Series to cover required short-term operational costs and/or cash flow. Any short-term funds advanced by the Series Manager shall be treated as either additional capital contributions within the Common Units or loans. If, as determined by the vote of all those who hold an interest in the Series, additional funds are required to pay the costs of operating, such additional funds shall be advanced to the Series by the Members of the Series without burden or demand to the Series, to the Company or to any series of the Company. Such additional funds advanced to the Series shall be treated as additional capital contribution or loans, as determined by the Majority Vote of all Members.
New Capital. Deposit. Break-Up Fee. ETECH shall secure total capital of $500,000 (the "New Capital"), which will be funded to IMPV as follows:
(a) A deposit of $150,000 of the New Capital shall be provided by ETECH upon execution of the Agreement; and an additional $100,000 deposit shall be provided no later than August 15, 2002 (the "Deposit"). The Deposit shall not be refundable unless the Agreement fails to close because (i) of a failure by IMPV to satisfy any condition of the Closing in the Agreement applicable to it (other than as a result of a breach of this Agreement by ETECH), (ii) IMPV has received an Alternate Proposal (as defined in Section 5.6) and has elected to accept it; or (iii) IMPV fails to receive a fairness opinion as set forth in Section 7.1(k) or Section 7.1(m). If IMPV fails to close the Agreement because it has elected to accept a superior proposal, in addition to refunding the Deposit, it shall pay to ETECH a fee of $250,000 (the "Break-up Fee."). Should ETECH be unable to provide the additional $100,000 deposit by August 15, 2002, the initial deposit of $150,000 shall not be refunded.
(b) Funding of $250,000 of the New Capital shall be made by ETECH upon Closing of the Agreement as set forth in Section 1.2(b). Funding of this $250,000 of New Capital is expressly conditioned upon the Closing of the Agreement and the completion of all other steps necessary to complete the Share Buyback. If this Agreement fails to close under circumstances described in Clause (ii) of Section 2.3(a), then the sole remedy of ETECH shall be the return of the Deposit and payment of the Break-up Fee.
