Project Equity Clause Samples

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Project Equity. (a) Make or cause to be made Contributions with respect to Funded Projects (i) on or before the initial funding of each Subsequent Project (other than the Lost Pines Project), in an amount equal to the Minimum Equity Contribution (taking into account Contributions made with respect to the Subsequent Project then being initially funded) and (ii) in an amount equal to the amount necessary to maintain a Debt to Capitalization Ratio of no more than the Maximum Debt to Capitalization Ratio, such Contributions to be made at the time of each Borrowing and (b) make or cause to be made Contributions with respect to Funded Projects in an amount equal to any or all income taxes due or owing by Borrower and each other Portfolio Entity within 10 days after such payment becoming due (all Contributions pursuant to clauses (a) and (b) above, the "Base Equity"). Borrower may deposit some or all of the Base Equity with Administrative Agent as provided in Section 3.10. In such event, Administrative Agent shall deposit the Base Equity into the relevant Construction Sub-Accounts at Administrative Agent's New York office pursuant to the Depositary Agreement. From time to time following the deposits of such amounts, Borrower shall have the right to request that Administrative Agent transfer amounts from such funds deposited in the relevant Construction Sub-Accounts to pay Costs upon the satisfaction of the requirements set forth in Section 3.10(a). 5.17.2 At such time, if ever, as the Available Construction Funds are less than the remaining Project Costs to be incurred or paid to achieve Final Completion of the Funded Projects, then promptly thereafter deposit or cause to be deposited with Administrative Agent, Contributions in an amount equal to all such further Project Costs, such Contributions to be made on or before the date such Project Costs are due to be paid ("Additional Borrower Equity"). All such Additional Borrower Equity proceeds shall be deposited in the relevant Construction Sub-Accounts established pursuant to Section 7.1 hereof and applied, after satisfaction of the requirements set forth in Section 3.10(a), to pay Project Costs. 5.17.3 Upon an acceleration of Loans pursuant to Section 8.2.5, promptly make or cause to be made Contributions in an amount equal to (x) the Committed Equity Funds that have not yet been contributed and that would have otherwise been contributed with respect to all remaining Costs for Funded Projects and (y) to the extent required by Se...
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Project Equity. 5.18.1 On the Closing Date, deliver or cause to be delivered to the Depositary Agent cash equal to $53,112,500 (the "Base Equity"). The Depositary Agent shall deposit the Base Equity into the Equity Account at the Depositary Agent's New York office pursuant to the Depositary Agreement. From time to time following the Closing Date, Borrower shall have the right to request that Agent cause the Depositary Agent to transfer amounts from the Equity Account to the Construction Account to pay Project Costs then due as described in a Drawdown Certificate, dated the date of the proposed transfer and signed by Borrower. Upon the satisfaction of the conditions set forth in Sections 3.2 (other than Section 3.2.6) and 3.4, Agent shall cause the Depositary Agent to so transfer such amounts and such amounts shall be applied in accordance with Section 7.1. 5.18.2 At such time, if ever, as there remain no Available Construction Funds other than Additional Borrower Equity and there remain Project Costs to be incurred or paid to achieve Final Completion, then Borrower shall deposit or cause to be deposited with Agent, in cash, equity funds in an amount equal to all such further Project Costs, such deposit to be made on or before the date such Project Costs are due to be paid ("Additional Borrower Equity"). All such Additional Borrower Equity proceeds shall be deposited in the Construction Account established pursuant to Section 7.1 hereof and applied, after satisfaction of the conditions set forth in Section 3.2, to pay Project Costs. 5.18.3 Unless an Event of Default has occurred and is continuing, have the right at any time prior to Term-Conversion to replace cash in the Equity Account with Subordinated Debt in amount up to fifty percent (50%) of the total Base Equity, or, provided Borrower delivers an Equity Commitment Guaranty, with an Equity Support Letter of Credit in an amount up to one hundred percent (100%) of the Base Equity.
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Project Equity. The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that (A) the net cash proceeds of the Project Equity have been contributed to the Borrower or (B) to the extent such net cash proceeds of the Project Equity have not been contributed to the Borrower, the Borrower shall have received an irrevocable letter of credit securing the irrevocable obligation of the equityholders to make such contribution, which letter of credit shall be in form and substance satisfactory to the Administrative Agent.
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Project Equity. 91 5.17.1 (a).................................................................................. 92 5.18 Maintenance of Insurance...................................................................... 92 5.19 Taxes and Other Government Charges............................................................ 92 5.20 Event of Eminent Domain....................................................................... 93 5.21 Power Marketing Plan; Fuel Plan............................................................... 93 5.22
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Project Equity. (a) On or prior to the initial advance of Loans hereunder, make or cause to be made, from time to time as and when needed to pay Project Costs for a particular Project, Contributions in an aggregate amount equal to [*] (including Contributions used to pay Project Costs incurred or paid prior to the date upon which initial Loans are made pursuant to Section 3.2 and approved as valid by the Independent Engineer), (b) in addition, in the event that Calpine shall, at the time of funding of the initial Loans hereunder, not be rated at least Ba2 by Mood▇'▇ ▇▇▇ BB by S&P, then on or prior to such initial funding of Loans, make or cause to be made Contributions in an amount equal to the difference between (i) [*] of the aggregate amount of Project Costs set forth in the Project Budgets for the Initial Projects (after giving effect to the amendment to the Project Budgets contemplated in Section 6.21(a)), less (ii) [*] (all Contributions pursuant to clauses (a) and (b) above, the "Base Equity"). Borrower may deposit some or all of the Base Equity with Administrative Agent as provided in
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Project Equity. 91 106 5.17.1 (a) Make or cause to be made Contributions with respect to Funded Projects in an amount equal to the Required Contribution Percentage of the aggregate Project Costs in respect to which Borrower has requested Loans at such time, such Contributions to be made at the time of each Borrowing and (b) make or cause to be made Contributions with respect to Funded Projects in an amount equal to any or all income taxes due or owing by Borrower and each other Portfolio Entity within 10 days after such payment becoming due (all Contributions pursuant to clauses (a) and (b) above, the "Base Equity"). Borrower may deposit some or all of the Base Equity with Administrative Agent as provided in Section 3.10. In such event, Administrative Agent shall deposit the Base Equity into the relevant Construction Sub-Accounts at Administrative Agent's New York office pursuant to the Depositary Agreement. From time to time following the deposits of such amounts, Borrower shall have the right to request that Administrative Agent transfer amounts from the relevant Construction Sub-Accounts to pay Costs upon the satisfaction of the requirements set forth in Section 3.10(a).
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Project Equity. Borrower shall have provided evidence reasonably --------------- satisfactory to Lender that Borrower's cash equity invested in the Project is not less than the difference between the total Project cost as set forth in the Budget and the Maximum Outstanding Loan Amount (the "Project ------- Equity"); provided, however, in no event shall Borrower's cash equity in ------ -------- ------- the Project be less than (i) 44% of the total cost of the Project as set out in the Budget approved by Lender or (ii) $57,913,746.00, whichever is greater. The Project Equity must be either: (i) deposited with Lender prior to the Date of Closing, and disbursed prior to the first advance of the Loan; or (ii) used to pay Project costs approved by Lender, with evidence of payment delivered to Lender prior to or at Closing of the Loan. If Usable Deposits are not equal to or greater than $16,499,640.00, in the aggregate, pursuant to Section 8.1(b), below, Borrower's equity requirement -------------- shall be increased on a dollar for dollar basis for each dollar that Usable Deposits are less than $16,499,640.00. The Project Equity to be deposited with Lender is $6,083,000.00, which shall be funded by approximately $2,000,000.00 in cash from Borrower at the Date of Closing and a balance to be funded in cash from requisitions paid by Bond Trustee in the approximate amount of $2,400,000.00, as contemplated by Section 8.1(t) hereof, and in the approximate amount of $2,600,000.00 as reimbursement for costs of construction on CDD land.
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Related to Project Equity

  • Subsequent Equity Sales If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised

  • Project Financing DZS poskytne příspěvek na financování nákladů na projekt, přičemž maximální výše grantu činí XXXXXXX CZK (XXXXXXX EUR). Grant určený na realizaci projektu pokrývá 100 % způsobilých výdajů. Bližší specifikace rozpočtu a jeho členění jsou ukotveny v Příloze I.

  • Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Investments; Acquisitions Holdings and Company shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of, any Person, or any division or line of business of any Person except: (i) Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) the Loan Parties may make and own Investments in Company and the Guarantors may make and own Investments in Company and other Guarantors and Subsidiaries that are not Guarantors may make and own Investments in Company and Subsidiaries that are not Guarantors; (iii) Company and its Subsidiaries may make intercompany loans and advances to the extent permitted under subsections 7.1(iii) and 7.1(vi); (iv) Holdings and its Subsidiaries may consummate the Merger and make related Investments in accordance with the terms and conditions of the Merger Agreement; (v) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by the First Lien Credit Agreement; (vi) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto, including any modification, replacement, renewal or extension thereof which does not increase the amount thereof; (vii) Company and its Subsidiaries may make Permitted Acquisitions; provided that (a) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time such acquisition occurs or after giving effect thereto, (b) Company shall be in Pro Forma Compliance (as defined in the First Lien Credit Agreement as in effect on the Closing Date without giving effect to any waiver by lenders under the First Lien Credit Agreement of covenants in the First Lien Credit Agreement on which Pro Forma Compliance is based) after giving effect thereto, (c) Company and Holdings shall, and shall cause their Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with respect to each such acquisition that results in a Person becoming a Subsidiary and (d) the aggregate fair market value of all direct and indirect Investments in Persons that do not become Guarantors resulting from all such acquisitions shall not exceed in the aggregate $12,500,000; (viii) Company and the Subsidiary Guarantors may make and own equity Investments in their respective wholly owned Foreign Subsidiaries; provided that the amount of all such Investments constituting equity Investments made from and after the Closing Date minus the amount of all cash dividends, distributions and other payments actually received by Company or any of the Subsidiary Guarantors in respect of such equity investments after the Closing Date (the “Net Foreign Equity Investment Amount”) shall not at any time exceed the excess of (x) $12,500,000, minus (y) the aggregate principal amount of Indebtedness outstanding under subsection 7.1(vi); (ix) Holdings and Company may acquire and hold obligations of one or more officers or other employees of Holdings or its Subsidiaries in connection with such officers’ or employees’ acquisition of shares of its Capital Stock, so long as no cash is actually advanced by Holdings or any of its Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (x) Company and its Subsidiaries may receive and hold promissory notes and other noncash consideration received in connection with any Asset Sale permitted by subsection 7.6; (xi) Company and the Subsidiary Guarantors may make and own other Investments in an aggregate amount not to exceed at any time (x) $18,000,000 plus (y) the Specified Equity Amount; (xii) Company and its Subsidiaries may make and own Investments in connection with the workout, bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (xiii) Company and its Subsidiaries may make and own Investments consisting of lease, utility and other deposits or advances in the ordinary course of business; (xiv) [Reserved]; (xv) Company and its Subsidiaries may make and own Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; (xvi) Holdings and its Subsidiaries may enter into Hedge Agreements as permitted under subsection 7.1(xi); (xvii) Company and its Subsidiaries may make and own Investments in the ordinary course of business consisting of indorsements for collection or deposit; (xviii) Holdings and its Subsidiaries may make and own Investments consisting of loans and advances of payroll payments to employees in the ordinary course of business; and (xix) Company and its Subsidiaries may acquire and hold any Investment existing at the time a Person becomes a Subsidiary of Company or any Subsidiary pursuant to subsection 7.6(viii).