Post-Closing Investment Clause Samples
Post-Closing Investment. (a) Within one Business Day after the Closing Date, Union Sky shall sell and transfer to the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund, and the New Sponsor shall cause the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund to purchase from Union Sky, 4,166,667 ordinary shares of Holdco at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$50,000,000 (the “Post-Closing Union Sky Transfer”).
(b) Within one Business Day after the Closing Date, Holdco shall issue and allocate 8,333,333 ordinary shares of Holdco to the Sponsor Fund or a wholly owned subsidiary of the Sponsor Fund at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$100,000,000 (the “Post-Closing New Issuance”), provided however that the proceeds from such Post-Closing New Issuance shall be used solely for acquisitions of third party companies, assets or businesses by Holdco or any of its wholly-owned subsidiaries unless all parties hereto agree otherwise. All Other Investors shall cause Holdco to comply with and perform its obligations under the immediately preceding sentence.
(c) The New Sponsor shall cause the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund to (i) enter into a customary subscription agreement with Holdco for the Post-Closing New Issuance (the “Post-Closing Subscription Agreement”), and (ii) complete the Post-Closing New Issuance in accordance with the terms thereof.
(d) Holdco and Union Sky shall use their reasonable best efforts to obtain any waiver, consent or approval from any Person required in connection with the sale, transfer or issuance of ordinary shares of Holdco pursuant to Section 2 of this Agreement.
Post-Closing Investment. (a) Union Sky shall sell and transfer to CDH SPV, and CDH SPV shall purchase from Union Sky, 2,500,000 Holdco Shares (at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$30,000,000 (the “Post-Closing Union Sky Transfer”), (i) on July 21, 2014, if the Closing Date occurs on or before July 18, 2014, or (ii) within one Business Day after the Closing Date, if the Closing Date occurs after July 18, 2014.
(b) Holdco shall issue and allocate to CDH SPV, and CDH SPV shall purchase, 5,833,333 Holdco Shares at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$70,000,000 (the “Post-Closing New Issuance”), (i) on July 21, 2014, if the Closing Date occurs on or before July 18, 2014, or (ii) within one Business Day after the Closing Date, if the Closing Date occurs after July 18, 2014, provided however that the proceeds from such Post-Closing New Issuance shall be used solely for acquisitions of third party companies, assets or businesses by Holdco or any of its wholly-owned subsidiaries unless all parties hereto agree otherwise. All Investors shall cause Holdco to comply with and perform its obligations under the immediately preceding sentence.
(c) CDH SPV shall, and CDH Advisor and CDH LP shall cause CDH SPV to (i) enter into a customary share purchase agreement with Union Sky for the Post-Closing Union Sky Transfer (the “Post-Closing Purchase Agreement”), and (ii) complete the Post-Closing Union Sky Transfer in accordance with the terms thereof.
(d) CDH SPV shall, and CDH Advisor and CDH LP shall cause CDH SPV to, (i) enter into a customary share subscription agreement with Holdco for the Post-Closing New Issuance (the “Post-Closing Subscription Agreement”), and (ii) complete the Post-Closing New Issuance in accordance with the terms thereof.
(e) The completion of the Post-Closing Union Sky Transfer and the Post-Closing New Issuance shall occur simultaneously.
(f) Holdco and Union Sky shall use their reasonable best efforts to obtain any waiver, consent or approval from any Person required in connection with the sale, transfer or issuance of Holdco Shares pursuant to Section 1 of this Agreement.
Post-Closing Investment. After the Closing, but in no event later than 30 days after the Closing, the Outside Investors will invest at least $10 million in cash (the “Funds”) in ExlService Holdings. Upon receipt of the Funds from the Outside Investors, and through April 30, 2003, ExlService Holdings shall make available to Exl (India) a credit facility (the “Credit Facility”), between Exl (India) and ExlService Holdings, for $10,000,000, to be drawn from time to time in the ordinary course of business. The Board of Directors of ExlService Holdings shall make a determination in its sole discretion of the amount of funds available after April 30, 2003, to Exl (India) under the Credit Facility. Within 30 days of the Closing, as the Funds are being invested, the Outside Investors will deliver a certificate to Conseco which shall certify that such Funds have been invested.
Post-Closing Investment. The Company shall use commercially reasonable efforts to execute a Securities Purchase Agreement among the Company and the Persons named therein (representing an aggregate commitment no less than the Post-Closing Investment Amount), pursuant to which such Persons will have agreed to purchase the number of shares of Surviving Corporation capital stock set forth therein.