Proposed Financing. The Borrower is requesting a commercial mortgage loan according To the following terms and conditions.
Proposed Financing. On or prior to January 1, 2009, the Company shall have engaged an investment banking firm reasonably acceptable to (i) the Investors holding Exchanged CAP Notes representing a majority of the aggregate outstanding principal amount of the Exchanged CAP Notes; (ii) the Investors holding Exchanged Bridge Notes representing a majority of the aggregate outstanding principal amount of the Exchanged Bridge Notes; and (iii) FP Tech, with respect to a proposed financing of debt or equity of the Company with net proceeds in an amount that is adequate to pay off in full the Exchanged Bridge Notes and the Exchanged CAP Notes to be consummated prior to June 30, 2009.
Proposed Financing. AMI hereby acknowledges that they are aware ATC has approved a private placement offering of up to 1,500,000 units at a price of US$1.00 for gross proceeds of up to $1,500,000, with each consisting of one share of ATC Common Stock and one share purchase warrant entitling the holder to purchase an additional share for up to two years following closing at a price of $1.20, which is intended to be completed following the execution of this Agreement (the “Proposed Financing”).
Proposed Financing. The Company authorizes Oppenheimer to transmit the Offering Materials to prospective Purchasers of the Proposed Financing, as may be identified to the Company, and represents and warrants that the information that it provides to be included in the Offering Materials, at all times through the closing, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Company shall not transmit the Offering Materials to prospective Purchasers without first advising Oppenheimer. The Proposed Financing shall be made pursuant to the terms of a purchase agreement or subscription agreement (each a "Purchase Agreement") in form satisfactory to Oppenheimer and the Company shall establish an escrow account (the "Escrow Account") with a suitable financial institution agreeable to the Company and Oppenheimer (the "Escrow Agent"), and shall enter into an Escrow Agreement (the "Escrow Agreement") with the Escrow Agent. Upon the closing of the Proposed Financing (or each such closing if there shall be more than one), the Escrow Agent shall deliver to the Company, by wire transfer of immediately available funds, the funds deposited in the Escrow Account in payment for the securities, less (x) the amounts payable to the Escrow Agent pursuant to the terms of the Escrow Agreement, and (y) the amounts payable to Oppenheimer pursuant to Section 3 hereof. The receipt by Oppenheimer of the amounts to which it is entitled pursuant to Section 3 shall be a condition to any closing of the Proposed Financing. The Company will also cause to be furnished to Oppenheimer at the Closing, copies of such other agreements, opinions, certificates and other documents delivered at the Closing as Oppenheimer may reasonably request including, without limitation, an opinion of Company counsel to the effect that the placement of the securities was exempt from registration under the Act.
Proposed Financing. Additionally, the Consultants will, in compliance with applicable securities laws and regulations, assist the Company with its proposed prospectus supplement offering in January 2024 (the “Proposed Financing”). The Consultant coordinate introductions to potential investors of the Proposed Financing to raising a minimum amount of CAD $500,000, with the provision that the total amount of the financing would not exceed CAD $2,000,000 in the Proposed Financing, subject to regulatory approval. The Consultant will not receive any fee in connection with such coordinated services of the Proposed Financing. The terms, size, and scope of the Investment will be further deliberated and formalized through ongoing correspondence between the Consultant and the Company, ensuring adherence to all relevant securities laws and regulations, including those stipulated by the Securities and Exchange Commission.
Proposed Financing. We intend to finance the purchase of K1, K2 and K3 and the investment in ASI with the proceeds of an offering of $225.0 million convertible subordinated notes, ($258.8 million inclusive of the exercised over-allotment option) our proposed private placement of Series A preferred stock, approximately $750.0 million of new secured bank debt and cash on hand. In November 1999, we secured a commitment from a group of institutional investors to provide $410.0 million in equity financing for use in connection with our proposed acquisition of K1, K2 and K3. If we consummate our acquisition of K1, K2 and K3, we would issue to these investors a total of 2,050,000 shares of Series A preferred stock, convertible into an aggregate of 20,500,000 shares of our common stock. In addition, we would issue warrants for an aggregate of 3,895,000 shares of our common stock with a strike price of $27.50 per share to the Series A preferred stock investors. These warrants would expire four years after the date we issue them. We expect to borrow $750.0 million under a new $850.0 million secured credit facility, consisting of $650.0 million of term loans and $100.0 million drawn under the $200.0 million revolving credit line included as part of this credit facility. We are currently in the process of negotiating the terms of the facility to be provided by a syndicate of institutional lenders. The initial borrowing under the facility will be subject to the consummation of our proposed acquisition of K1, K2 and K3 and other related transactions. The facility will provide for amortization of the drawn amount over a five to five and one-half year period and quarterly principal and interest payments. We will be required to make mandatory prepayments under the facility out of a portion of any excess cash flow, the net proceeds of any asset sales and the net proceeds of any issuance of debt or equity securities, subject to certain exceptions. We expect that the agreement governing the facility will include certain financial covenants, as well as covenants restricting our ability to incur debt, pay dividends, make certain investments and payments, and encumber or dispose of assets. We expect that our obligations under the facility will be guaranteed by certain of our subsidiaries and will be secured by a pledge of the domestic assets of our company and our subsidiaries, a pledge of the shares of certain of our subsidiaries and a pledge of certain intercompany indebtedness. The closing of ou...
Proposed Financing. The Issuer wishes to obtain financing and proposes to offer and sell its Lease-Backed Notes, Series 1995-1 (Issuable in Tranches) (the "Notes"). The Notes are to be issued in tranches (each, a "Tranche"), from time to time during the Funding Period, pursuant to the Indenture dated as of July 1, l995 (the "Indenture") to be entered into by the Issuer, T & W Leasing, Inc., a Washington corporation, as Servicer (the "Servicer") and Norwest Bank Minnesota, National Association, as Indenture Trustee (in such capacity, the "Indenture Trustee") and as Back-up Servicer (in such capacity, the "Back-up Servicer"). A Tranche of Notes shall only be issued upon the execution and delivery by the Issuer of a Funding Report. The Issuer proposes to secure the Notes by, among other things, a pledge of all of its rights, title and interests, in and to certain Lease Receivables, Lease Contracts and Equipment (the "Collateral"), as more fully described in the Indenture. The Collateral will be acquired from T & W Finance Corp. III, T & W Finance Corp. IV and T & W Finance Company V, L.L.C. (the 5 "Sellers"), pursuant to the Contribution Agreement dated as of the date hereof between the Sellers, as sellers, T & W Leasing, Inc. and the Issuer, as purchaser.
Proposed Financing. On February 9, 2004, the Company and the Investors executed a Term Sheet setting forth the principal terms of the Proposed Financing; the Term Sheet is included in full at the end of this document. Following execution of the Term Sheet, the Company and the Investors commenced preparation and negotiation of the Definitive Documents. The Financing Committee also proceeded forthwith to instruct the international accountancy practice, PricewaterhouseCoopers LLP ("PwC"), to prepare a fairness opinion as to the Proposed Financing. The receipt of such an opinion, satisfactory to the Board, had been made, at the request of the Company, a condition to Closing. Please see FAIRNESS OPINION below; a copy of the fairness opinion is included at the end of this document. As currently contemplated under the Term Sheet, the Company would receive U.S. $50 million at Closing in consideration of its issuing senior convertible debt securities to the Investors - the Notes - with the possibility of a total investment of up to U.S. $60 million. Interest, at the rate of 8% per annum, would be compounded and payable semi-annually by way of additional Notes or, at the Company's option, in cash; the Notes would be due in 2014. The Notes would, at the option of the Noteholder, be convertible into Ordinary Shares upon the occurrence of certain specified "liquidity events", such as a change of control or an Initial Public Offering, or if not previously converted, after the ninth anniversary of issuance. Upon conversion of the Notes, persons previously holding Notes would hold a significant majority of the Ordinary Shares. Both prior to and following conversion, material corporate actions will effectively require the consent of the Investors or their transferees. Specifically, major corporate actions occurring before the Conversion Date will require the approval of the Majority Noteholder. Major corporate actions occurring after the Conversion Date will require the approval of the Qualified Shareholders. At the time of Closing, Xxxxxx Xxxxxxx & Co., Incorporated ("Xxxxxx Xxxxxxx") will be the Majority Investor and, as such, will at that time be in a position to determine the outcome of any vote that is required of the Noteholders. In addition, based on the relative principal amounts of notes expected to be purchased by the various Investors at Closing, immediately following the Conversion Date, Xxxxxx Xxxxxxx will be in a position to determine the outcome of any vote of the Qualified Sha...
Proposed Financing. The Purchaser anticipates that it will fund the cash portion of the consideration paid to the selling stockholder and the fees and expenses associated with the transaction described herein with a $35,000,000 Senior Credit Facility $33,000,000 drawn at close (the "Senior Credit Facility"). Based on further due diligence, the Purchaser with Seller's approval not to be unreasonably withheld may choose to fund a portion of the cash consideration with the private or public placement of securities consisting of common stock, preferred stock and/or subordinated debt of the Purchaser (together with any Senior Credit Facility, the "Financing").
Proposed Financing. This Promissory Note is being made in connection with the proposed private placement of Convertible Preferred Stock (the "Convertible Preferred") by the Maker to the Holder and certain other institutional investors (the "Proposed Financing").
