Substitute Financing. If funds in the amounts set forth in the Bank Commitment Letter, or any portion thereof, become unavailable to Acquiror on the terms and conditions set forth therein, then Parent and Acquiror shall use their commercially reasonable efforts to obtain substitute financing on terms and conditions reasonably satisfactory to Parent and Acquiror ("Substitute Financing").
Substitute Financing. (a) The Obligors hereby acknowledge that this Agreement is entered into with the assumption by the Parties that the Borrowers would work in good faith to obtain appropriate alternative financing for the Group, either through a new bank credit facility, or a debt or equity issuance. For the avoidance of doubt, it is understood that this Facility has been provided by the Lender on terms more favourable than the current market and the fact that alternative financing may only be available on different terms and conditions (including the possibility of less favourable terms and conditions) will not prevent the Borrowers from accepting such financing. This being stated, it is further understood that the Borrowers are not required to accept alternative financing that would be materially different from current market terms offered for comparable financings.
(b) The proceeds of the alternative financing will be used to repay and cancel the Facility under this Agreement. The Borrowers shall ensure that the terms of the alternative financing permit the use of such funding to repay amounts due under this Agreement and to the cancellation of this Facility once repaid.
Substitute Financing. 78 15.5 Consequences of Termination . . . . . . . . . . . . . 79 ARTICLE XVI
Substitute Financing. Between the date hereof and the Closing, the Allied Parties shall, from time to time, advise Laidxxx xx to the status of the private placement -77- 86 or public offering of the Senior Subordinated Debentures. In the event the Allied Parties determine that all conditions contained in Articles VIII and IX to the Allied Parties obligation to consummate the Acquisitions and to take the other actions called for under Articles II and III can be satisfied at the Closing except that some or all of the Senior Subordinated Debentures cannot be sold on terms acceptable to Allied, the Allied Parties shall give notice to Laidxxx xxxreof (the "High Yield Event Notice"). The High Yield Event Notice shall specify the amount of such Senior Subordinated Debentures (the "Remainder Senior Subordinated Debentures") which cannot be sold to third party purchasers on terms acceptable to Allied. If the aggregate principal amount of the Remainder Senior Subordinated Debentures is $150,000,000 or less, on or before noon on the first Business Day following Laidxxx'x xxxeipt of the High Yield Event Notice, Laidxxx xxx give notice (the "Substitute Financing Notice") to the Allied Parties of Laidxxx'x xxxction and agreement (the "Substitute Financing Election") to purchase the Remainder Senior Subordinated Debentures on the same price and terms as are applicable to purchases of Senior Subordinated Debentures by third party purchasers (net of the discount otherwise payable to Goldxxx, Xxchs & Co.) (the price payable pursuant to clauses (i) or (ii) above) the "Substitute Financing Purchase Price"). Upon giving the Substitute Financing Notice, Laidxxx xxxl be obligated to purchase the Remainder Senior Subordinated Debentures on the Closing Date for the Substitute Financing Purchase Price, and upon Laidxxx'x xxxment of the Substitute Financing Purchase Price at the Closing, the condition contained in Section 9.9 to the effect that the Allied Parties shall have received the proceeds of the financing contemplated by the Highly Confident Letter will be deemed satisfied to the extent of the funding provided by Laidxxx. Xny Senior Subordinated Debentures purchased by Laidxxx xxx not be sold, transferred or assigned to any Person for a period of 180 days after the purchase, unless waived by Goldxxx, Xxchx & Xo. Upon the giving of the High Yield Event Notice, the Allied Parties will be obligated to pay $10,000,000 to Laidxxx xx the Closing Date or (if the Closing does not occur because the aggrega...
Substitute Financing. As an alternative to the Debt Financing, Parent and Merger Sub may obtain substitute financing consistent with the section in the Debt Financing Commitments entitled "Alternative Financing Structure" (the "Substitute Financing") so long as the replacement of the Debt Financing Commitments with commitments for the Substitute Financing (the "Substitute Financing Commitments") would not be adverse in any material respect to the Company, taking the Debt Financing Commitments and the Substitute Financing Commitments as a whole. In the event the Debt Financing is so replaced, the term "Debt Financing Commitments" shall mean the Substitute Financing Commitments and the term "Debt Financing" shall mean the "Substitute Financing".
Substitute Financing. If all or any portion of the Debt Financing expires or is terminated or all or any portion thereof becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter and Fee Letter and such portion is required to satisfy the Required Amounts (after giving effect to any other equity and/or debt financing that may then be available to cover such unavailable amount), Parent shall, and shall cause its Affiliates, as promptly as practicable following the occurrence of such event to (i) notify the Company in writing thereof and the reasons therefor and (ii) use reasonable best efforts to arrange and obtain, at its sole expense, substitute financing sufficient to cover such unavailable amount on terms and conditions and conditions that are no less favorable in the aggregate to Parent (in the reasonable judgment of Parent) than those set forth in the Debt Commitment Letter and Fee Letter as of the date hereof (the “Substitute Financing”). Parent shall deliver any commitment letter related to such Substitute Financing to the Company promptly after execution thereof (together with the related fee letters (in the case of the fee letters, redacted in a manner consistent with Section 4.11)). Other than for purposes of Section 4.11, upon obtaining any commitment for any such Substitute Financing, such financing shall be deemed to be a part of the “Debt Financing”, each debt commitment letter for such Substitute Financing shall be deemed a “Debt Commitment Letter” and each financing source in respect of such Substitute Financing shall be deemed a “Financing Source”, in each case for all purposes of this Agreement.
Substitute Financing. (a) Parent and its Affiliates will use its commercially reasonable efforts to perform all obligations required to be performed by them in accordance with and pursuant to the Commitment Letter in connection with the Debt Financing and pursuant to the Securities Purchase Agreement in connection with the PIPE Transaction (together, the “Financing Commitment”), will use commercially reasonable efforts to maintain the same in full force and effect, and will not materially amend, terminate or waive any provisions under such Financing Commitment without the prior written consent of the Shareholders’ Representative. Parent will from time to time provide such information as the Shareholders’ Representative may reasonably request regarding the status such financings and related negotiations.
(b) Parent will provide prompt written notice to the Shareholders’ Representative following its receipt of notification by any financing source under the Financing Commitment or in connection with any substitute debt or equity financing of such source’s refusal or intended refusal to provide the financing described in the Financing Commitment and, in each case, the stated reasons therefor (if any). In any such event, Parent will use commercially reasonable efforts to arrange substitute financing on equivalent economic terms as promptly as practicable.
Substitute Financing. If at any time subsequent to the date hereof, any of the lenders identified in the commitment letters attached hereto as Exhibit 6.2(n)(i) and Exhibit 6.2(n)(ii) inform Purchaser that they or any of them expect to be unwilling or unable to provide the funding commitments specified therein at the Closing, Purchaser shall (a) promptly provide notice to Company of such event, and (b) use its commercially reasonable efforts to promptly obtain substitute financing on substantially similar terms to enable it to consummate the transactions contemplated hereby on the terms contemplated herein; provided, however, that so long as Purchaser uses commercially reasonable efforts through the Termination Date to promptly obtain substitute financing on substantially similar terms, its failure to obtain such substitute financing shall not be deemed a breach of its obligations under this Agreement and shall not prevent Purchaser from terminating this Agreement pursuant to Section 7.1(b) on or after the Termination Date.
Substitute Financing. 12 2.14 Subsidiary Conversion; Stock Transfer.............................................13 2.15 Inventory.........................................................................13 2.16
Substitute Financing. If for any reason any portion of the financing described in Section 7.4 hereof shall not be available, Buyer shall use its reasonable efforts to secure one or more substitute financing commitments on terms no less favorable (taken as a whole) to Buyer than those contained in the commitment letters relating to such financing until the earlier of the termination of this Agreement and August 31, 2001.
