Permitted Financing. (a) Until such time as Parent requests the SEC to accelerate effectiveness of the Registration Statement, Parent shall, upon the request of the Company and subject to applicable securities Laws, execute Permitted Stock Purchase Agreements that would constitute a Permitted Financing and in accordance with Section 7.16(a) of the Parent Disclosure Letter; provided that, other than to the extent reasonably requested by the Company and agreed by Parent (which such agreement shall not be unreasonably withheld, conditioned or delayed), each Permitted Stock Purchase Agreement shall be in substantially the form of the Subscription Agreement. Parent shall provide the Company at least two (2) Business Days’ written notice prior to the execution of each Permitted Stock Purchase Agreement, which such execution shall be subject to the prior consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, to the extent any Permitted Financing is conducted or consummated by Parent, it shall for all purposes under this Agreement be considered as part of the Concurrent PIPE Investment and be offered at the same price per share of Parent Common Stock as the Concurrent PIPE Investment.
(b) Prior to the earlier of the Closing and the termination of this Agreement pursuant to Section 9.1, each of Parent and the Company agree, and shall cause their respective officers and employees, to use commercially reasonable efforts to cooperate in connection with the arrangement of any Permitted Financing as may be reasonably requested by the other party.
(c) At the Closing, assuming Parent’s full compliance with the requirements set forth in this Section 7.16, Parent shall be permitted to consummate the Permitted Financing, and issue the equity contemplated thereunder, in accordance with the terms and conditions of the Permitted Stock Purchase Agreements.
Permitted Financing. On the Closing Date, the terms of the final, executed documents in connection with the Permitted Financing will not diverge in any material and adverse respect relative to the governance terms included in (i) the drafts of the Permitted Financing documents delivered by Seller to Purchaser on October 28, 2014 and (ii) the Letter of Intent; provided, however, that no change shall be deemed to be material and adverse if it results in a corresponding adjustment to the Base Purchase Price pursuant to Annex II.
Permitted Financing. “Permitted Financing” shall mean any bona fide financing (including any equity financing involving Parent Common Stock (including warrants) or any debt financing, but excluding an equity financing involving Parent Preferred Stock).
Permitted Financing. Notwithstanding any other provision of this agreement or the Senior Note, the Senior Note and this agreement and the lien and security interest created under this agreement shall not prevent the Grantor from granting a Permitted Lien described in paragraphs (f) or (g) of the definition of Permitted Lien (a “Permitted Lender’s Lien”) or from borrowing under any facility secured by that Permitted Lender’s Lien, provided that Grantor obtains the prior written consent of the Secured Party which consent shall not be unreasonably withheld. Any such Permitted Lien, whether given before or after the execution and delivery of this agreement, shall rank pari passu or subordinate to the lien and security interest created under this agreement. If requested by any holder of a Permitted Lender’s Lien, the Secured Party agrees to give written confirmation that the lien and security interest created under this agreement is pari passu to such Permitted Lender’s Lien, in such form as may reasonably be requested by the holder of the Permitted Lender’s Lien.
Permitted Financing. Without limiting Agent's or Obligees' other rights or remedies, each of Debtor and Parent hereby covenants that it shall not assert any subordination or intercreditor agreement as a defense to their obligations.
Permitted Financing. Investor hereby consents, under Section 3.01(b), (g) and (j) of the Investment Agreement, to the issuance by the Company, in one or more transactions, of Common Stock, in exchange for net proceeds to the Company not to exceed $75 million in the aggregate, inclusive of future and contingent payments.
Permitted Financing. 59 Section 24.1.
Permitted Financing. The Company shall use its reasonable best efforts to consummate, prior to the Closing, a Permitted Financing representing at least $15,000,000 in gross proceeds to the Company.
Permitted Financing. 34 Section 24.1. FINANCING DURING TERM .................................................34 - ii - Table of Contents (Cont'd) Section 24.2. LESSEE'S CONSENT TO ASSIGNMENT FOR INDEBTEDNESS .......................34 ARTICLE 25 MISCELLANEOUS ........................................................................36 Section 25.1. BINDING EFFECT; SUCCESSORS AND ASSIGNS; SURVIVAL ......................36 Section 25.2. QUIET ENJOYMENT .......................................................36 Section 25.3. NOTICES ...............................................................36 Section 25.4. SEVERABILITY ..........................................................37 Section 25.5. AMENDMENTS, COMPLETE AGREEMENTS .......................................37 Section 25.6. HEADINGS ..............................................................37 Section 25.7. COUNTERPARTS ..........................................................37 Section 25.8. GOVERNING LAW .........................................................37 Section 25.9. MEMORANDUM ............................................................38 Section 25.10. ESTOPPEL CERTIFICATES .................................................38 Section 25.11. EASEMENTS .............................................................38 Section 25.12. NO JOINT VENTURE ......................................................39 Section 25.13. NO ACCORD AND SATISFACTION ............................................39 Section 25.14. NO MERGER .............................................................39 Section 25.15. LESSOR BANKRUPTCY .....................................................39 Section 25.16. NAMING AND SIGNAGE OF THE PROPERTY ....................................39 Section 25.17. EXPENSES ..............................................................39 Section 25.18. INVESTMENTS ...........................................................40 Section 25.19. FURTHER ASSURANCES ....................................................40 Section 25.20. [Intentionally omitted] ...............................................40 Section 25.21. INDEPENDENT COVENANTS .................................................40 Section 25.22. LESSOR EXCULPATION ....................................................40 Section 25.23. REMEDIES CUMULATIVE ...................................................40 Section 25.24. HOLDING OVER ..........................................................41 Section 25.25. SURVIVAL .......................................
Permitted Financing. Seaspan shall have consummated the Permitted Financing as described on Schedule 8.2(e) and the Seller Representative shall have complied with its obligations set forth therein in all material respects.