Potential Financing Sample Clauses

Potential Financing. The Company may seek a loan (a “Loan”) from a lender reasonably acceptable to the State and JDA (private banks rated A- or above by S&P or local, State or Federal government lenders are deemed acceptable to the State and JDA) (a “Lender”), in order to provide an additional source of financing for the development and construction of the Project. The Company acknowledges that under the Original EDA, as amended hereby, and the Rental Agreement, as applicable, the consent of the JDA and the State is required with respect to any assignment or pledge by the Company of its interest in the Project to the Lender. The State and the JDA agree to reasonably cooperate with the Company and the Lender in establishing and accommodating the Loan, provided that the Company (i) shall keep the State and JDA reasonably informed with respect to its progress and the expected timing for execution of the Loan, (ii) shall use commercially reasonable efforts to obtain the Loan, and (iii) shall use commercially reasonably efforts to obtain the Lender’s cooperation in addressing any concerns of the State or JDA related to contractual protections and restrictions provided under the EDA and the other Definitive Documents for the benefit of the State and the JDA that would be impacted by the Loan. The State and the JDA each hereby agrees, subject to the provisions of this Section, (i) to pledge, assign and/or subordinate any security or other interest in the Project, other than the underlying land constituting a part of the Project, in favor of the Lender in connection with any Loan requiring such pledge, assignment and/or subordination, and (ii) to consent to the collateral assignment by the Company of the Company’s interest in the Rental Agreement and the EDA to the Lender as collateral for the Loan, and to execute documents reasonably and mutually acceptable to the Lender, State and JDA to effectuate the same, and (iii) to consent to and execute a recognition and attornment agreement reasonably acceptable to the State and JDA with respect to the Rental Agreement. Notwithstanding the foregoing, in all cases, any such pledge agreement, subordination agreement, attornment agreement or assignment by the JDA shall be made subject to the “Reserved Rights” of the JDA as defined in the Bond Resolution adopted by the JDA on April 26, 2022, and such Reserved Rights shall in no event be subordinated. In no event shall the State or the JDA pledge, assign, subordinate or otherwise encumber any of ...
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Potential Financing. Buyer has entered into discussions relating to the Loan Transaction. Buyer has provided Seller will all current drafts of the documents related to such transaction and Seller has authorized Buyer to execute such documents in the current form or as may be reasonably modified.
Sample 1
Potential Financing. Notwithstanding anything to the contrary in the Merger Agreement, it is contemplated that Parent, the Company or one or more of their Affiliates will enter into a delayed draw note purchase agreement or other similar loan, credit or note purchase agreement pursuant to which notes, warrants or other equity will be issued by Parent, the Company and/or one or more of their Affiliates to the parties thereto at or after the Effective Time. The Parties acknowledge and agree that any such notes, warrants or other equity issued in connection with the financing contemplated by the foregoing sentence shall not be Company Capital Stock or Company Warrants or otherwise deemed to be equity securities of the Company for purposes of the definitions of “Company Stock Adjusted Fully Diluted Shares”, “Company Stock Fully Diluted Shares” or “Earnout Pro Rata Share” pursuant to the Merger Agreement.
Sample 1

Related to Potential Financing

  • Debt Financing Parent has delivered to the Company true, correct and complete copies of executed commitment letter(s) (as the same may be amended, the “Debt Financing Commitments”), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Commitments has been amended or modified, and the respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the funding of the full amount of the Debt Financing, other than as set forth in the Debt Financing Commitments. The aggregate proceeds contemplated by the Debt Financing Commitments, if obtained, together with the available cash of the Company, Parent and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied by it contained in the Debt Financing Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the date of this Agreement, Parent and Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to be made to Parent or Merger Sub in connection with the transactions contemplated by this Agreement other than as set forth in the Debt Financing Commitments, nor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporation.

  • Tail Financing The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is provided to the Company by any Investors in this Offering that the Placement Agent has introduced to the Company during the term of the Placement Agent’s engagement for this offering, if such Tail Financing is consummated at any time within the 12-month period following the Closing Date.

  • PIPE Financing Unless otherwise approved in writing by the Company (which approval shall not be unreasonably withheld, conditioned or delayed), ACAH shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the PIPE Subscription Agreements other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such permitted assignment or transfer, the initial party to such PIPE Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase the ACAH New Common Shares contemplated thereby. Subject to the immediately preceding sentence and in the event that all conditions in the PIPE Subscription Agreements have been satisfied, ACAH shall use its reasonable best efforts to take, or to cause to be taken, all actions required or necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms described therein, including using its reasonable best efforts to enforce its rights under the PIPE Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) ACAH the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its terms. Without limiting the generality of the foregoing, ACAH shall give the Company prompt written notice: (i) of the receipt of any request from a PIPE Investor for an amendment to any PIPE Subscription Agreement; (ii) of any breach or default to the knowledge of ACAH (or any event or circumstance that, to the knowledge of ACAH, with or without notice, lapse of time or both, would give rise to any breach or default) by any party to any PIPE Subscription Agreement; (iii) of the receipt by ACAH of any written notice or other written communication with respect to any actual or potential threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation of a PIPE Subscription Agreement by a PIPE Investor; and (iv) if ACAH does not expect to receive all or any portion of the applicable purchase price under any PIPE Subscription Agreement in accordance with its terms.

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