Other Financing Transactions Sample Clauses

Other Financing Transactions. Anything in any other provision of the Transaction Documents, including the preceding provisions of this Section 12, to the contrary notwithstanding, during the period from the Closing Date through and including the first anniversary of the Effective Date, the Company shall not enter into any other financing transaction which provides for the Company to issue any shares of Common Stock or any security convertible into or exercisable for Common Stock.
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Other Financing Transactions. The Equity Financing shall have been consummated. The Borrower shall have received $175,000,000 in gross cash proceeds from the borrowing of the Senior Subordinated Loans.
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Other Financing Transactions. The Borrower shall have received $250,000,000 in gross cash proceeds from the issuance of the Senior Notes.
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Other Financing Transactions. (a) The Company covenants and agrees that it shall not, nor shall it permit its Affiliates to, directly or indirectly, enter into or agree to enter into an agreement with respect to any single transaction or series of related transactions that is, directly or indirectly, provides the Company and/or any of its Affiliates with any royalty, streaming or off-take financing with respect to the Las Chispas Project, including, without limitation, the grant of any royalty, the sale of any product for a period of greater than 120 days or any forward sale contract of product (each such transaction, an “Other Financing Transaction”) without first complying with this Section 4.4. (b) If, at any time and from time to time, the Company or any of its Affiliates wishes to enter into a bona fide agreement in respect of an Other Financing Transaction with, or receives a legally binding bona fide offer to enter into an Other Financing Transaction from, any Person other than the Investor or any of its Affiliates (such Person being, a “Third Party”), which offer or agreement the Company or such Affiliate is willing to accept, then the Company shall give the Investor written notice thereof, which notice must include the terms and conditions of such offer or agreement and a true and complete copy of such offer or draft agreement (the “ROFR Offer”). The Investor shall have the right, upon delivery to the Company of written notice of its intention to accept the ROFR Offer within 30 days from the date of delivery to the Investor of the ROFR Offer (a “ROFR Acceptance Notice”), to exercise its right of first refusal in respect thereof and to enter into such Other Financing Transaction on substantially the same terms and conditions as are set forth in the ROFR Offer or on such other terms and conditions that provide substantially equivalent benefits to the Company having regard to the financial, commercial and other relevant terms. For greater certainty, in comparing the ROFR Offer to the offer contained in the ROFR Acceptance Notice, any equity or debt financing component proposed in the ROFR Offer, or any other unrelated transaction that is proposed in conjunction with the Other Financing Transaction, shall be disregarded when assessing the relative benefits to the Company. In addition, the offer contained in the ROFR Acceptance Notice need not replicate any financing terms of the ROFR Offer which provide for payment of consideration in a form other than cash, provided that consider...
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Other Financing Transactions. The Borrower shall have received (or shall have simultaneously with the Closing Date receive) $350,000,000 in gross cash proceeds from the issuance of the Second Lien Notes.
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Related to Other Financing Transactions

  • Other Financing Notwithstanding anything in this Agreement to the contrary, the Issuer and the Company may hereafter enter into agreements to provide for the financing or refinancing of costs of the Project or any portion thereof.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Purchaser Financing Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Seller Financing Seller agrees to provide financing to the Buyer under the following terms and conditions:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

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