Post-Closing Funding. Immediately following the Closing, FDCO shall conduct a private placement of 1,100,000 shares of FDOC Stock, on a post-Reverse Stock Split basis, at a price of $0.55 per share.
Post-Closing Funding. If the full amount of the Share Capital Repayment has not been paid immediately prior to the Closing, Parent shall cause the Company to pay (x) the full Share Capital Repayment less (y) any portion thereof previously paid pursuant to Section 9.03(b)(ii) (the difference between (x) and (y), the “Final SCR Payment Amount”) at the earlier of (A) immediately prior to the Effective Time and (B) the fourth Business Day following the later to occur of (1) the date on which all applicable SCR Pre-Conditions to pay the Final SCR Payment Amount have been satisfied (including the receipt by the Company of sufficient funds to pay the Final SCR Payment Amount) and (2) the Merger Confirmation Date (the earlier of (A) or (B), the “Final SCR Payment Time”) as follows:
(i) If all applicable SCR Pre-Conditions have been satisfied to pay the Final SCR Payment Amount as of immediately prior to the Final SCR Payment Time, Parent shall cause the Company to pay the Final SCR Payment Amount in accordance with the SCR Step Plan at the Final SCR Payment Time; and
(ii) If all applicable SCR Pre-Conditions to pay the Final SCR Payment Amount continue not to be satisfied as of immediately prior to the Final SCR Payment Time, Parent shall cause the Company to pay the Final SCR Payment Amount as follows:
(A) Parent shall use its reasonable best efforts (subject to the proviso in Section 9.03(c)) to cause the Company’s Subsidiaries to pay, transfer or otherwise distribute to the Company prior to the Final SCR Payment Time the maximum amount of funds that can reasonably be so paid, transferred or distributed to the Company prior to such time in order to fund the Final SCR Payment Amount in accordance with the SCR Step Plan (as such plan may be amended after the Closing with the approval of the Independent Directors) and Applicable Law;
(B) after giving effect to the payments, transfers and distributions contemplated by the foregoing clause (A), Parent shall lend, or cause one of its Subsidiaries to lend, PARIS RE Holdings France S.A. on the terms set forth in Exhibit F hereto (such loan, the “SCR Intercompany Loan”) the difference between (x) the Final SCR Payment Amount and (y) the amount of funds held by the Company that can be legally applied to pay the Final SCR Payment Amount at such time;
(C) following the receipt of the proceeds of the SCR Intercompany Loan, PARIS RE Holdings France S.A. shall use such proceeds to repay all or a portion of the outstanding balances of the intercompa...
Post-Closing Funding. (a) If each of the conditions set forth in Section 2.3(b) have been either satisfied by the Company or waived by each Purchaser, then promptly (not exceeding five days) after the Effective Date: (A) the Company will deliver to each Purchaser, Additional Debentures, registered in the name of such Purchaser, in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement for the Additional Debentures and (B) each Purchaser will, against delivery of its Additional Debentures, deliver to the Company, an amount equal to the principal amount for Additional Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. The date, if any, on which the deliveries contemplated in this paragraph occurs is the "Additional Funding Date."
(b) Conditions Precedent to the Purchase of Additional ---------------------------------------------------------- Debentures. Notwithstanding anything to the contrary contained in this --------- Agreement, the obligation of a Purchaser to purchase the securities described in Section 2.3(a) above is subject to the satisfaction by the Company of each of the following conditions:
(i) Accuracy of the Company's Representations and ---------------------------------------------------- Warranties. The representations and warranties of the Company contained in this --------- Agreement shall be true and correct as of the date when made and as of the Additional Funding Date, as though made on and as of the Additional Funding Date (other than representations and warranties which relate to a specific date (which shall not include representations and warranties relating to the "date hereof") which representations and warranties shall be true as of such specific date).
Post-Closing Funding. (a) As at the date hereof and conditioned on Closing, Liberty Media Corporation has agreed to provide cash funding to BH in the amount of up to (Euro) 200 million in accordance with a funding term sheet attached hereto as Annex R. Subject to any other third party funding which may be committed to BOC, UPC and UGC, on the one hand, and At Home on the other hand hereby agree to fund BOC in the amount of up to (Euro) 100 million each on a pro rata basis as to themselves and Liberty Media ("Payment Amount") on the same terms as set out in -------------- the funding term sheet attached hereto as Annex R.
(b) If for any reason any Party ("Defaulting Party") shall fail to ---------------- contribute any portion of its Payment Amount as and when due hereunder (a "Default"), and if such failure continues for ten (10) days after written notice -------- thereof (a "Default Notice") has been -------------- given by the non-defaulting Party or Parties (the "Non-Defaulting Parties"), the ---------------------- Non-Defaulting Parties, if they have paid their proportionate shares of the Payment Amount in question, shall have the right to advance to BOC on behalf of the Defaulting Party the amount of such defaulted contribution, such advance to be deemed a loan from the Non-Defaulting Parties to the Defaulting Party. Any such loan (a "Default Loan") shall bear interest from the date of advance until ------------ paid at a rate (the "Default Rate") equal to twenty percent (20%) per annum or ------------ such lesser amount as is permissible under applicable usury laws and shall be repaid with interest by the Defaulting Party as set forth below.
(c) If the Defaulting Party fails to cure such default within forty- five (45) days after written notice thereof from the Non-Defaulting Parties that have advanced such Default Loan to such Defaulting Party (the "Cure Period"), ----------- such cure to include the repayment of all Default Loans, together with interest accrued thereon, the Non-Defaulting Parties may at any time thereafter and as long as such default remains uncured (and as the sole and exclusive remedy by reason of such default) exercise the remedy set forth in Section 6.23(d) below. Interest on a Default Loan subsequently paid by a Defaulting Party shall not be deemed an additional capital contribution by such Defaulting Party. While any such Default remains uncured after delivery of the Default Notice, a Defaulting Party shall cease to have the right to participate i...
Post-Closing Funding. Buyer has secured commitments from its shareholders to capitalize the Company on an ongoing basis until the completion of the Company’s Phase I trials of its Orocidin product.
Post-Closing Funding. Buyer has secured commitments from its shareholders to capitalize the Company on an ongoing basis until the completion of the Company’s Phase I trials of its pharmaceutical drug for the treatment of oral leukoplakia (OXX) and the prevention of oral cancer formation.
Post-Closing Funding. From time to time following the Closing Date, but prior to May 31, 2004, the Parent shall, upon at least 30 day written notice from either Dr. Stracher or Dr. Kesner, advancx xx xxx Xxxvivixx Xxxxxxxtion, in the form of debt or equity, an additional amount of at least $250,000 (in addition to the $50,000 already advanced to the Company). Dr.
Post-Closing Funding. Upon Closing, Pubco commits to providing at least $50,000 per month to fund the development and exploitation of the Company’s Intellectual Property, and any additional funding reasonably necessary to maintain Pubco’s public company reporting requirements under the Exchange Act. In addition, within 12 months of Closing, Pubco will on a best efforts basis conduct a financing of at least $1,000,000.
Post-Closing Funding. Parent shall, or shall cause its subsidiaries to, fund the operations of the Purchased Companies after Closing, whether through the incurrence of debt, capital contributions or equity investments, in amounts consistent with the past practices of the Purchased Companies during the three (3) year period immediately prior to Closing.
Post-Closing Funding. One Holdings acknowledges that the Company requires further funding to finance its operations and growth of earnings in order to have any reasonable expectation of attaining the cash flow necessary to make payment of the Purchase Price. Accordingly, the Buyer covenants and agrees with the Shareholders to use its best efforts to obtain for and on behalf of the Company upon such terms as are deemed acceptable to One Holdings in its sole and exclusive determination, further financing at such times and in such amounts substantially in accordance with the funding forecast set forth in Schedule 3.11 attached.
