Sponsor Support. The Sponsor will sponsor the Student in the Nursing Service Scholarship Program (hereinafter referred to as the "Program") by providing employment after completing the nursing program in which the scholarship was received.
Sponsor Support. This obligation of the Sponsor set out in this Section 2 is referred to as the “Sponsor Support”.
Sponsor Support. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, Sponsor shall provide one or more working capital loans to the Company in an aggregate amount of $500,000 (the “Working Capital Loans”) to pay for the Company expenses incurred in connection with the transactions contemplated by this Agreement and the other Transaction Documents. Such Working Capital Loans shall be convertible into Company Units immediately prior to the Effective Time at a conversion price of $10 per Company Unit. In connection with the conversion of such Working Capital Loans, the Company shall cause Sponsor to forfeit 50,000 Company Ordinary Shares held by Sponsor (the “Working Capital Loan Forfeiture”).
Sponsor Support. At any meeting of the shareholders of SPAC, however called, or at any adjournment thereof, and in any action by written consent of the shareholders of SPAC distributed by the BHAC Board, or otherwise undertaken as contemplated by the Business Combination Agreement or the transactions contemplated thereby, or in any other circumstance in which the vote, consent or other approval of the shareholders of SPAC is sought, Sponsor hereby unconditionally and irrevocably agrees that it shall (i) appear at each such meeting or otherwise cause all of its Sponsor Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Sponsor Shares: (a) in favor of the BHAC Shareholder Approval and any other matters necessary or reasonably requested by the Company or SPAC in connection therewith; (b) in favor of any proposal to adjourn or postpone any meeting of the shareholders of SPAC at which any of the foregoing matters are submitted for consideration and vote of the shareholders of SPAC to a later date if there are not a quorum or sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; (c) against any proposal relating to an alternative Business Combination (as defined in SPAC’s certificate of incorporation as in effect as of the date hereof); (d) against any proposal, action or agreement that would (1) compete with the transaction contemplated by the Business Combination Agreement, (2) result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC contained in the Business Combination Agreement, or of the Sponsor contained in this Side Letter, (3) reasonably be expected to impede, frustrate, prevent or nullify any provision of this Side Letter, the Business Combination Agreement or this Side Letter or the performance by SPAC of its obligations under the Business Combination Agreement or by the Sponsor of its obligations under this Side Letter or (4) change in any manner the dividend policy or capitalization of, including the voting rights of, any class of capital stock or other securities of SPAC (other than, in the case of this clause (4), pursuant to the Business Combination Agreement or the Ancillary Documents and the transactions contemplated thereby). The obligations of the Sponso...
Sponsor Support. A. As identified in the Agreement, Company will issue a payment to UMD to support the project and QUEST. Course projects are a critical component of the experiential learning inherent to Maryland Smith’s QUEST Honors Program. Projects with corporations provide students the opportunity to apply their knowledge to a real-world case study by focusing on a challenge of interest to the corporate partner. Financial support from the corporate partners makes these project partnerships possible by providing operating support for the QUEST program.
B. In the event either party requires the use of a purchase order or similar document to effect payment or a binding agreement between the parties, any terms associated with such purchase order or similar document are hereby rejected and null and void.
Sponsor Support. (a) The Company shall ensure that each Sponsor Group Shareholder which, directly or indirectly, other than through holding a listed company’s shares that are traded on a stock market as contemplated by article 16 of the Subconcession, holds 5% or more of the Capital Stock of the Company, provides and maintains in favour of the Finance Parties a Sponsor Group Shareholder’s Undertaking in substantially the agreed form and, notwithstanding the foregoing, otherwise in form and substance reasonably acceptable to the Agent, together with such other Sponsor Support Documents as may be required thereunder.
(b) The Company shall ensure that each Sponsor (other than MPBL Entertainment) maintains, in favour of the Finance Parties and in accordance with the Sponsor Group Shareholder’s Undertaking to which it is a party, until the Sponsor Support Release Date (as defined in the Sponsor Group Shareholder’s Undertaking to which it is a party), a Sponsor’s Letter of Credit, provided that, to the extent that a Sponsor’s Letter of Credit is cash covered from the proceeds of additional Equity subscribed or advanced to the Company and not otherwise required to be applied hereunder, then that Sponsor’s Letter of Credit (and its associated obligation ensure the provision of Contingent Equity under a Sponsor Group Shareholder’s Undertaking) shall be released and need not be reinstated to the extent of such cash cover. For the purposes of this provision, “cash cover” means paying an amount in the currency of the Sponsor’s Letter of Credit into a Holding Account on terms that it may not be withdrawn save at the request of the Agent for application in substitution for Contingent Equity (and the terms of this Agreement and the other Finance Documents shall apply as if such amount comprised available Contingent Equity accordingly).
Sponsor Support. During the Pre-Closing Period, Sponsor may, at its sole discretion, provide one or more working capital loans to the SPAC (the “Working Capital Loans”) to pay for the SPAC expenses incurred in connection with the transactions contemplated by this Agreement and the other Transaction Documents. Such Working Capital Loans shall be convertible into SPAC Warrants immediately prior to the Effective Time at a conversion price and on the terms and conditions set forth in the SPAC’s Form S-1 filing.
Sponsor Support. The Facility Agent shall have received the following:
(a) satisfactory evidence that 30% (thirty per cent) of the Required Equity (“Upfront Equity”) has been subscribed and paid up in full and has been either (a) deposited in the Account; or (b) certified by the Auditor as having been utilised for payment of Project Costs. Provided that the Upfront Equity shall not include any equity contributed by the Sponsor for the purpose of investment in any subsidiary of the Borrower in accordance with Clause 19.3;
(b) an undertaking from the Sponsor, in the form and manner acceptable to the Lender, and any other evidence required by the Facility Agent in relation to the same, to subscribe to the balance 70% (seventy per cent) of the Required Equity in the manner specified in the Sponsor Support Agreement; and
(c) An undertaking from the Sponsor that the management and control of the Borrower shall not change during the currency of the Loan without the consent of the Lender.
Sponsor Support. A. As identified in the Agreement, Company will issue a payment to UMD to support the project and the iConsultancy Experiential Learning Program (“the iConsultancy”). Course projects are a critical component of the experiential learning inherent to the College of Information Studies’ iConsultancy. Projects with external organization sponsors provide students the opportunity to apply their knowledge to a real-world case study by focusing on a challenge of interest to the sponsoring partner. Financial support from partners makes these project partnerships possible by providing operating support for the iConsultancy program.
B. In the event either party requires the use of a purchase order or similar document to effect payment or a binding agreement between the parties, any terms associated with such purchase order or similar document are hereby rejected and null and void.
Sponsor Support. (i) The sum of (A) the amount of Sponsor Funding deposited in the Equity Account plus (B) the aggregate undrawn face amount of all Equity Support Letters of Credit shall equal the Equity Amount.
(ii) The sum of (A) the amount of Sponsor Funding deposited in the Contingent Support Account plus (B) the aggregate undrawn face amount of all Contingent Support Letters of Credit shall equal $70,000,000.
(iii) The Senior Lenders shall have approved the Sponsor Budget.
(iv) The Administrative Agent shall have received evidence satisfactory to the Senior Lenders of the funding of (A) the Escrow Account in an amount not less than $10,893,780 and (B) the Additional Escrow Account in an amount not less than $9,855,180.
(v) The Administrative Agent shall have received evidence satisfactory to the Senior Lenders that the Sponsor has Dedicated Cash of at least $51,069,000.
