Sponsor Matters Sample Clauses
The 'Sponsor Matters' clause defines the specific rights, responsibilities, and obligations of the sponsor in a contractual arrangement. It typically outlines the sponsor's role in providing funding, oversight, or resources, and may detail requirements such as reporting, approvals, or compliance with certain standards. By clearly delineating the sponsor's involvement, this clause ensures that both parties understand the sponsor's authority and limitations, thereby reducing ambiguity and potential disputes regarding the sponsor's participation in the project or agreement.
Sponsor Matters. (a) The Borrower shall cause the Sponsor to maintain undrawn and unencumbered commitments from the Sponsor’s limited partners or otherwise to maintain access to available funds (including in the form of cash, letters of credit, and lines of credit), in each case excluding the Collateral, in an aggregate amount not less than the sum, in the aggregate, of (x) an amount equal to the sum of the “Cap” in each Sponsor Equity Commitment then outstanding (as the same may be reduced from time to time) and (y) the lesser of (i) $50,000,000 and (ii) the maximum amount, for any individual Project, of the positive difference of (A) the amount that could be required to be prepaid by the Borrower in respect of such Project from time to time in accordance with Section 2.04(b)(i), less (B) the “Cap” under the Sponsor Equity Commitment in respect of such Project, if any (as the same may be reduced from time to time); provided, that Borrower’s obligations under this Section 6.24(a) shall cease upon the earlier of (I) an initial public offering of all or a portion of the equity interests of the Sponsor (or a direct or indirect owner of the Sponsor whose primary purpose is to own the Sponsor) on a national securities exchange and (II) Sponsor obtaining an Investment Grade Rating.
(b) The Borrower shall deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent:
(i) as soon as available, but in any event within one-hundred and twenty (120) days after the end of each Fiscal Year of the Sponsor (commencing with the Fiscal Year ended December 31, 2020), a consolidated balance sheet of the Sponsor and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail, certified by a Responsible Officer of the Sponsor as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Sponsor and its Subsidiaries and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing stan...
Sponsor Matters. (a) The Sponsor represents and warrants to the Sellers that as of the Effective Date the Founder Holders Beneficially Own in the aggregate 9,555,671.61 shares of Class A Common Stock resulting from the automatic conversion of the Class B Ordinary Shares of PubCo Beneficially Owned by the Founder Holders prior to the Effective Date and 1,935,328.38 shares of Restricted Sponsor Shares that are owned by the Sponsor.
(b) The Sponsor Representative shall give written notice to PubCo and the Sellers promptly following the dissolution of the Sponsor, which notice shall include (i) the effective date of such dissolution, and (ii) the number of shares of Class A Common Stock and Restricted Sponsor Shares referred to in Section 5.10(a) that will be distributed to each Founder Holder as a result of such dissolution. Upon dissolution of the Sponsor, all obligations of the Sponsor under this Investor Rights Agreement will thereafter automatically become obligations of the Founder Holders, without any further action or execution of any agreements or documents by any Founder Holder, and any and all notices to be delivered to the Sponsor under this Investor Rights Agreement after the dissolution of the Sponsor shall be delivered solely to the Sponsor Representative.
Sponsor Matters. Contemporaneous with the execution of this Agreement, pursuant to the terms of that certain side letter, dated as of the date of this Agreement, between the Company, SPAC and Sponsor (the “Side Letter”), Sponsor shall have (i) surrendered 6,335,000 SPAC Shares that it owned immediately prior to execution of the Side Letter, one-third of which shall be utilized by Sponsor, one-third of which shall be utilized by the Company and one-third of which shall be utilized by the Company’s financial advisor, in each case so as to facilitate participation in the Company’s efforts with respect to the PIPE Investment, (ii) deposited 1,000,000 SPAC Shares that it owned immediately prior to execution of the Side Letter into an escrow account mutually selected by the parties, to be used as the security for the payment of SPAC Transaction Expenses that exceed the Athena Expense Cap, and (iii) deposited 750,000 SPAC Shares that it owned immediately prior to execution of the Side Letter into an escrow account mutually selected by the parties, such SPAC Shares to be used in connection with Sponsor’s and SPAC’s efforts with respect to the PIPE Investment (the deposit pursuant to this clause (iii), the “PIPE Escrow Deposit”). The Side Letter provides that (i) if the aggregate amount of cash remaining in the Trust Account following redemptions of SPAC Shares pursuant to Redemption Rights in connection with the Closing plus the amount of the PIPE Investment delivered pursuant to Sponsor’s and SPAC’s efforts (such aggregate total, the “Sponsor Contributed Amount”) is less than $7,500,000 (the “Sponsor PIPE Target”), then for every $10 that the Sponsor Contributed Amount is less than the Sponsor PIPE Target, one SPAC Share from the PIPE Escrow Deposit will be permanently surrendered by the Sponsor, and (ii) if the Sponsor Contributed Amount equals or exceeds the Sponsor PIPE Target, then all of the SPAC Shares in the PIPE Escrow Deposit will be released from the escrow account and returned to the Sponsor. The release of the PIPE Escrow Deposit will have no impact on any other deposit or surrender of SPAC Shares pursuant to this Section 1.19.
Sponsor Matters