Public Financing. The parties hereby agree and acknowledge that, in order to assist with the financing of construction of Streets A, B, C, D and Grand Crossing Parkway and the storm drain system, sanitary sewer, domestic, fire and reclaimed water systems, and dry utilities located within the public rights of way of Streets A, B, C, D and Grand Crossing Parkway, the parties may initiate proceedings to form one or more community facilities or other assessment or public financing districts which may encompass all or certain portions of the Premises. The parties hereby agree to cooperate in good faith with each other to (i) initiate such formation proceedings, (ii) form one or more community facilities or other assessment or financing districts over all or any portion of the Premises, and (iii) cause such public financing district or districts to issues bonds to assist with the financing of construction of Streets A, B, C, D and Grand Crossing Parkway and the storm drain system, sanitary sewer, domestic, fire and reclaimed water systems, and dry utilities located within the public rights of way of Streets A, B, C, D and Grand Crossing Parkway. Company and Lessor hereby agree that the Premises or any portion thereof, as determined by the parties, shall be included within the boundaries of said public financing district or districts. In addition, the parties hereto hereby agree to cooperate with each other and, if necessary, the City of Industry to promptly execute all other documents and take all other actions reasonably requested by Lessor and/or Company in connection with any and all actions and approvals required to be taken in the ordinary course of formation of such community facilities or other assessment or public financing district over all or any portion of the Premises or any actions related thereto in accordance with the terms of the Xxxxx-Xxxx Community Facilities Act of 1982, as amended, Rule 15c2-12 promulgated by the Securities and Exchange Commission, or any other California law governing formation of such public financing districts. The parties hereby agree and acknowledge that, in order to assist with the annual maintenance of the landscaping and irrigation systems installed upon the slopes manufactured during the grading of the Project, the parties may initiate proceedings to form one or more maintenance districts which may encompass all or certain portions of the Premises. The parties hereby agree to cooperate in good faith with each other to (i) initiate suc...
Public Financing. County agrees to cooperate with Developer in the formation and implementation of public financing districts or areas of benefit, such as, a Community Facilities District or Statewide Community Infrastructure Program districts, as provided in the CEDHSP Financing Plan, as may be amended. County and Developer acknowledge and agree that facilities eligible to be financed through the CFD shall include, without limitation, portions of Country Club Drive, portions of the Community Park, portions of the trails, wetlands and open space amenities, a recycled water line for EID, if necessary, a sewer line upgrade and, potentially, a portion of the pedestrian overcrossing environmental review and permitting costs, EID fees and any and all development impact fees applicable to the Project. County and Developer shall use their best efforts to cause to be formed any such financing district(s) provided that such formation is consistent with the criteria set forth in the CEDHSP Financing Plan and applicable County ordinances or adopted policies regulating such matters. County agrees that any credits or reimbursements owed to Developer shall not be affected or reduced because improvements for which credits or reimbursements are due were financed with any special taxes or bond proceeds.
Public Financing. West Coast shall have issued its equity securities (“Equity Securities”) in a transaction or series of related transactions on terms satisfactory to Purchaser in Purchaser’s sole and subjective discretion, resulting in aggregate gross proceeds to West Coast of at least $15,000,000.00 US (a “Qualified Financing”).
Public Financing. The Sublease and Subtenant satisfy the requirements for a permitted Sublease and permitted Subtenant under the Convention Center Subleases attached hereto as Exhibit “I” and the requirements under any other documents effectuating the public financing by the Landlord, City or the JEPA for or related to the Premises, the Tenant’s Phase 1A Improvements or the Convention Center for so long as such financing remains outstanding; provided that such requirements must not be materially more stringent than the requirements that were in effect under the public financing that is outstanding as of the Commencement Date as determined by Tenant in its reasonable discretion; and
Public Financing. The Transfer and Transferee satisfy the requirements for a permitted Transfer and permitted Transferee under the Convention Center Subleases attached hereto as Exhibit “I” and the requirements under any other documents effectuating the public financing by the Landlord, City or JEPA for or related to the Premises, the Tenant’s Phase 1A Improvements or the Convention Center for so long as such financing remains outstanding; provided that such requirements must not be materially more stringent than the requirements that were in effect under the public financing that is outstanding as of the Commencement Date as determined by Tenant in its reasonable discretion;
Public Financing. 21 The City will fund the Public Contribution in cash or other immediately available
Public Financing. UDAG. Upon receipt, Landlord shall pay to Tenant the net loan proceeds of that certain $1 million HUD Economic Development Initiative and/or Recycled UDAG Funds (the "UDAG Loan") referred to in Paragraph 31(a)(ii) of this Lease.
Public Financing. Immediately prior to or concurrently with the Going Public Closing, the Investors, together with such other subscribers as the Investors shall directly or indirectly introduce to the IPO Issuer so that the IPO Issuer shall meet the public distribution requirements of the Exchange for the Going Public Transaction, shall subscribe, either on a private placement basis (if pursuant to the RTO) or pursuant to the IPO, for additional Common Shares at a price of $0.32 per Common Share for aggregate proceeds of $2,000,000 (the "Public Financing"). If the Public Financing consists of an IPO, then the Common Shares subscribed for under the Placement, and all other previously issued Common Shares, shall, at the written request of the Lead Investor, be qualified by the Prospectus prepared in connection with the Going Public Transaction so that on the Going Public Closing, all such Common Shares shall be free trading in accordance with Securities Laws.
Public Financing. Notwithstanding anything herein contained, the obligation of the Investors to complete the Public Financing will be subject to the fulfilment of the following conditions at or prior to the Going Public Closing Date:
(i) the Placement Closing;
(ii) the IPO Issuer will have complied in all material respects with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the Going Public Closing Date;
(iii) the representations and warranties made by the IPO Issuer to the Investors in this Agreement will be true and correct in all material respects as of the Going Public Closing Date as if made as of such date (except for such representations and warranties which are: (i) qualified by materiality, which shall be true and correct in all respects; or (ii) refer to or are made as of another specified date, in which case such representations and {00284650.13} warranties will have been true and correct in all respects or all material respects, as applicable, as of that date);
(iv) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the IPO Issuer (including the Common Shares) has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, are contemplated or threatened by any Governmental Authority;
(v) there will have been no Material Adverse Change since the date of this Agreement;
(vi) the Final Prospectus complies with Securities Laws, does not contain a misrepresentation and contains full, true and plain disclosure of all material facts relating to the IPO Issuer, the Going Public Transaction, and the Public Financing as required by Securities Laws;
(vii) the IPO Issuer will become a reporting issuer in such jurisdictions of Canada as required by Securities Laws upon a receipt being issued by the applicable Commission for the Final Prospectus;
(viii) the IPO Issuer shall have made and/or obtained all required filings, permits, authorizations, approvals and consents, including, but not limited to, regulatory, Shareholder, Exchange, Commission and Board approvals of the Going Public Transaction and the Public Financing;
(ix) the Common Shares issuable pursuant to the Public Financing shall have been conditionally approved for listing and posting for trading on the Exchange, subject only to satisfaction by the IPO Issuer of certain standard post-closing conditions im...
Public Financing. Notwithstanding anything herein contained, the obligation of the IPO Issuer to complete the Public Financing will be subject to the fulfilment of the following conditions at or prior to the Placement Closing Date:
(i) any subscriber in the Public Financing that is introduced to the IPO Issuer by the Investors shall, if applicable, have entered into a subscription agreement in a form acceptable to the IPO Issuer, acting reasonably;
(ii) each Investor will have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Going Public Closing Date; and
(iii) the representations and warranties of each Investor will be true and correct in all material respects as of the Going Public Closing Date as if made as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct in all material respects as of that date and except as affected by transactions, changes, conditions, events or circumstances contemplated by this Agreement). {00284650.13}
