Parent Financing Agreements Sample Clauses

Parent Financing Agreements. As a condition to the issuance of Parent Shares to Company stockholders pursuant to this Agreement, Company stockholders receiving Parent Shares or rights to Parent Shares shall execute the Joinder to become party to the Parent Sixth Amended and Restated Investors’ Rights Agreement dated July 1, 2009, as amended, the Parent Fourth Amended & Restated Right of First Refusal and Co-Sale Agreement dated July 1, 2009, as amended, and the Parent Third Amended and Restated Voting Agreement dated July 1, 2009, as amended, in the forms provided by Parent to the Company (the “Parent Financing Agreements”). The Parent Investors Rights Agreement shall be amended to provide all holders of Company Common Stock who receive Parent Shares pursuant to this Agreement with the preemptive rights or rights of first refusal set forth in Section 3 of the Investors Rights Agreement whether they meet the definition of Major Investor set forth therein or not. Subsequent to the Effective Time, the Holders’ Agent shall be permitted to appoint a board observer to Parent’s board of directors on behalf the Indemnifying Securityholders, which board observer will have customary board observer rights from and after the Effective Time until such time as Parent closes a firm commitment underwritten public offering in which Parent has raised at least thirty million dollars ($30,000,000), subject to the board observer entering into the observer rights letter in the form attached hereto as Exhibit F. The individual selected by the Holders’ Agent to serve as the board observer shall be reasonably acceptable to Parent, and shall initially be Xxxxxxx Xxxxx. If the observer is not already party to a confidentiality agreement with the Company, the observer shall execute a confidentiality agreement on terms and conditions consistent with the Mutual Confidentiality Agreement.
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Parent Financing Agreements. Parent has delivered to the Company true and correct copies of the executed underwriting agreement between Parent, a subsidiary of Parent and NM Rothschild & Sons Limited, dated as of June 9, 1999 (the "PARENT UNDERWRITING AGREEMENT"), the circular referred to therein in substantially the form to be sent to Parent's shareholders (the "CIRCULAR") and the executed loan agreement between Parent, certain subsidiaries of Parent, Barclays Capital and HSBC Investment Bank plc, as arrangers, and the banks listed therein, dated as of June 9, 1999 (the "PARENT LOAN AGREEMENT" and together with the Parent Underwriting Agreement, the "FINANCING AGREEMENTS"). The financing to be provided under the Financing Agreements is referred to herein as the "FINANCING." The aggregate proceeds of the Financing will be in an amount sufficient to acquire all the Shares in the Offer and the Merger, and to pay all related fees and expenses. As of the date hereof, Parent knows of no facts or circumstances that are reasonably likely to result in any of the conditions set forth in the Financing Agreements not being satisfied.
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Parent Financing Agreements. Each of the Selling Members shall have entered into the Parent’s Amended and Restated Investors’ Rights Agreement, Amended and Restated Right Voting Agreement, and Amended and Restated Right of First Refusal & Co-Sale Agreement, each to be amended and restated in conjunction with the issuance of the Parent Shares (the “Financing Agreements”).
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Related to Parent Financing Agreements

  • Parent Financing (a) Parent shall use its reasonable best efforts to take, or cause to be taken, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing, including using reasonable best efforts to (A) comply with and maintain in full force and effect the Financing Commitments, (B) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Financing Agreements Tenant shall not enter into, execute or deliver any financing agreement that can be considered as having priority to any mortgage or deed of trust that Landlord may have placed upon the Leased Premises.

  • Financing Arrangements (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Financing Agreement This Amendment shall constitute a Financing Agreement.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Transactional Agreements Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

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