Pre-Closing Financing. If Accuray elects the Acquisition Option, then Accuray, upon the request of the Company, will consider in good faith providing interim operating financing for the Company with respect to the period between the signing and closing of the Stock Sale Agreement or the Merger Agreement, as applicable, on terms and conditions that are mutually acceptable to the Company and Accuray.
Pre-Closing Financing. The Pre-Closing Financing shall have been consummated, and the Company shall have received all of the proceeds of the Pre-Closing Financing (including, for the avoidance of doubt, the minimum gross proceeds of $20,000,000) prior to the Effective Time on the terms and conditions set forth in the Subscription Agreements.
Pre-Closing Financing. Prior to Closing, PubCo and Dyna shall enter into a simple interest bearing Promissory Note (the “Note”) in the amount of $70,000.00 dollars which shall either: (i) be included in and deducted from the Financing (defined below); or, (ii) in the event the transaction contemplated herein does not Close, the Note shall become due and payable with 60 days from the date this Agreement is terminated. Additionally, PubCo agrees that it shall advance such fees necessary to Dyna in order to Dyna to engage a PCAOB certified auditor to being the audit of Dyna’s books and finances, any such fees advanced shall be non-recoupable by PubCo in the event that this Agreement is terminated prior to Closing. However, all such fees shall be included in and deducted from the Financing.
Pre-Closing Financing. From and after the date of this Agreement, the Company shall use commercially reasonable efforts to obtain additional financing, in form and substance reasonably acceptable to Parent and the Company, including through the sale of additional Series X Preferred Stock with an aggregate purchase price of up to $2,680,000 through December 31, 2023, and up to an additional $3,000,000 thereafter, for the purposes of funding the performance of its covenants and agreements under Section 6.5, Section 6.8, Section 6.9, Section 7.3 or Section 8.1 (the “Pre-Closing Financing”). The Company shall not enter into any agreement to sell shares of Series X Preferred Stock after the date hereof unless (i) the applicable purchaser entering into such agreement agrees to waive any right to elect to receive cash consideration in lieu of Parent Common Shares under Section 3.3(c) with respect to the shares of Series X Preferred Stock sold pursuant to such agreement and (ii) the agreement pursuant to which such shares of Series X Preferred Stock are sold provides that any additional consideration payable with respect to such agreement upon the consummation of the Merger is payable solely in Parent Common Shares. Notwithstanding anything to the contrary in this Agreement, the obligation of the Company to perform any covenant or agreement set forth under Section 6.5, Section 6.8, Section 6.9, Section 7.3 or Section 8.1, to the extent the performance of such covenant or agreement requires the Company to incur expenses, is (x) with respect to the period from the date hereof through December 31, 2023 (the “2023 Period”), expressly conditioned on the Company raising an aggregate of $2,680,000 in Pre-Closing Financing during the 2023 Period as contemplated by this Section 6.10 (the “2023 Minimum Pre-Closing Financing”), and until the Company has obtained the 2023 Minimum Pre-Closing Financing, any non-performance during the 2023 Period of any such covenant or agreement as contemplated by this sentence shall not be deemed to be a breach of this Agreement and (y) with respect to the period after December 31, 2023 (the “2024 Period”), expressly conditioned on the Company’s ability to pay its expenses, debts and other liabilities and commitments as they come due in the ordinary course of business unrelated to such covenants or agreements as contemplated by this sentence (and any non-performance during the 2024 Period of any such covenant or agreement as contemplated by this sentence shall not ...
Pre-Closing Financing. (a) Prior to the Effective Time, the Parties shall undertake to consummate a Pre-Closing Financing. The Parties will use their commercially reasonable efforts and will cause each their respective Subsidiaries and Representatives to use their commercially reasonable efforts, to provide the Parties with all cooperation reasonably requested by the Parties to assist the Parties in entering into definitive agreements with respect to a Pre-Closing Financing and consummating a Pre- Closing Financing.
(b) Notwithstanding the any provision of this Agreement, nothing in this Agreement will require Meta to (i) waive or amend any terms of this Agreement, (ii) take any action that, in the good faith determination of Meta, would unreasonably interfere with the conduct of the Meta Business, (iii) provide any information the disclosure of which is prohibited under applicable Law or is legally privileged, or (iv) take any action that will conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any Material Contract to which Meta or any of its subsidiaries is a party.
Pre-Closing Financing. Prior to the Effective Time, the Company undertakes to use its best efforts to procure investors to make investment in the Parent through PIPE or other financing transactions for an aggregate amount of up to US$50 million.
Pre-Closing Financing. The Company Shareholder hereby covenants and agrees, to the extent the Company requires further financing to operate in the ordinary course, to take all actions necessary to consummate the Pre-Closing Financing (as defined in the Business Combination Agreement).
Pre-Closing Financing. (a) Prior to the Effective Time, the Company shall be entitled enter into any agreement related to a Pre-Closing Financing and to consummate a Pre-Closing Financing. Parent will use its reasonable best efforts, and will cause each of its Subsidiaries and Representatives to use their respective reasonable best efforts, to provide the Company with all cooperation reasonably requested by the Company to assist the Company in entering into definitive agreements with respect to a Pre-Closing Financing, and consummating a Pre-Closing Financing.
(b) Notwithstanding the provisions of Section 5.20(a) or any other provision of this Agreement, nothing in this Agreement will require Parent or any of its Subsidiaries to (i) waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Parent, (ii) take any action that, in the good faith determination of Parent, would unreasonably interfere with the conduct of the business of Parent and its Subsidiaries, (iii) provide any information the disclosure of which is prohibited or restricted under applicable Legal Requirements or is legally privileged, or (iv) take any action that will conflict with or violate its organizational documents or any applicable Legal Requirements or would result in a violation or breach of, or default under, any agreement to which Parent or any of its Subsidiaries is a party. 57
Pre-Closing Financing. The Company shall have consummated a Pre-Closing Financing resulting in cash proceeds (as opposed to cancellation or conversion of Indebtedness) to the Company of at least thirty million dollars ($30,000,000).
