Non-Equity Financing Sample Clauses

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Non-Equity Financing. (a) The Company shall secure non-equity financing as is required to operate the Company in the ordinary course of business (working capital) in amounts not exceeding the maximum borrowing limits set forth in its current Annual Operating Plan and/or the Articles; (b) The Company shall endeavour to obtain on its own behalf such non-equity financing from Third Parties, on such terms and conditions as do not require any Guarantees from the Shareholders;
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Non-Equity Financing. (a) Each of the Consortium Members hereby confirms that it is its intention to seek to arrange Debt Financing to fund a portion of the consideration for the Transactions at the Closing. (b) Exhibit A sets forth the Consortium Members’ current intention with respect to the amount of Debt Financing and the sources and uses of other financing (other than the Equity Financing) which they currently intend to apply towards funding a portion of the consideration for the Transaction (such sources and uses, and such amounts in respect thereof, in each case as set forth on Exhibit A or as modified from time to time upon the mutual agreement of the Parties, the “Non-Equity Financing”), including through the use of Available Offshore Cash through the Joint Venture Dividend and Distribution and Available Offshore Cash Financing in accordance with Section 7.16 of the Merger Agreement. (c) The Consortium Members shall cooperate in good faith and consult regularly with each other concerning the Non-Equity Financing, the procurement of the Debt Financing and the financing of the Merger in general, and, in furtherance of and not in limitation of the foregoing, shall each use their respective commercially reasonable efforts to, and H▇▇▇▇▇▇▇▇ Investor and FountainVest Investor shall also each use their respective commercially reasonable efforts to cause Merger Company to: (i) obtain Debt Financing in the form of a senior secured debt facility (with reputable international and/or domestic PRC banks) up to a maximum amount represented by a leverage of 2 x Net Debt/LTM EBITDA of the Company as soon as practicable, provided that such Debt Financing is obtainable on commercially reasonable terms and does not materially and adversely impact the ability of the Consortium Members and Merger Company to consummate the transactions contemplated under the Merger Agreement (including the proposed timing of the Closing after taking into account the Inside Date); it being further agreed that such commercially reasonable efforts for purposes of this subsection (i) will not be deemed to require any Party to accept Debt Financing terms that are more onerous (financially or otherwise) than the terms imposed on any other Consortium Members or inconsistent with market terms for similar transactions, including with respect to recourse, collateral, restrictive covenants, events of default, interest, penalty rates and other similar terms; (ii) coordinate with Debt Financing Sources to be identified ...
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Related to Non-Equity Financing

  • Equity Financing If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. In connection with the automatic conversion of this Safe into shares of Safe Preferred Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.

  • Equity Contribution Prior to or substantially concurrently with the initial funding of the Loans hereunder, the Equity Contribution shall be consummated.

  • Equity Contributions Make, or permit any Significant Subsidiary to make, any equity contributions to any Unregulated Subsidiary; provided, however, that this Section 5.03(h) shall not restrict or otherwise apply to (i) any such equity contributions that are required by Applicable Law or court order or (ii) any intercompany advances made to any Unregulated Subsidiary (including, without limitation, pursuant to the Unregulated Money Pool Agreement) that are recharacterized by a court or other Governmental Authority as equity contributions.

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Subsequent Equity Sales If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised