Sufficiency of Proceeds. The Purchasers shall be satisfied that the net proceeds from the issuance and sale of the Shares will be sufficient to fund the Company's operations for a period of not less than three (3) months following the Closing.
Sufficiency of Proceeds. Assuming the Financing is funded in accordance with the Financing Letters and assuming the satisfaction of the conditions set forth in Article VII (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Debt Commitment Letter), the net proceeds of the Financing will be, in the aggregate, sufficient to (i) make the payment of the Merger Consideration required to be paid on the Closing Date and (ii) along with the cash on hand at the Company at Closing, pay all other Closing Payments and costs, fees and expenses required to be paid at the Closing by the Company, Parent or Merger Sub in connection with the Merger and the Financing in accordance with the terms of this Agreement (the “Required Amount”).
Sufficiency of Proceeds. The representations and warranties of each of Parent and Merger Sub set forth in Section 3.8 (Sufficiency of Proceeds) of the Merger Agreement shall be true and correct.
Sufficiency of Proceeds. The Financing, when funded in accordance with the terms of the Commitment Letters, and subject to the satisfaction of the conditions contained in Section 6.1 and Section 6.2, will provide Parent and Merger Sub at and as of the Closing Date, when taken together with the cash or cash equivalents held by Parent, Merger Sub and the Company at and as of the Closing Date, with sufficient available funds to (a) make the payment of the aggregate Merger Consideration payable pursuant to Section 1.5 and (b) pay all other amounts (including payment of (i) all amounts payable in respect of Company Options, RSUs and PSUs, (ii) all amounts necessary to repay any outstanding Indebtedness of the Acquired Corporations required to be repaid by this Agreement and (iii) all fees, costs and expenses) required to be paid at the Closing by any Acquired Corporation, Parent or Merger Sub in connection with the Merger and/or the Financing (collectively, the “Required Amount”).
Sufficiency of Proceeds. The Financing, when funded in accordance with the terms of the Commitment Letters, will provide Parent and Merger Sub at and as of the Closing Date, when taken together with the non-restricted cash, cash equivalents or other immediately available sources of cash funds held by or available to Parent, Merger Sub or the Acquired Companies that are not subject to any further conditions, approvals or consents to use such funds (except as otherwise set forth in this Agreement or any agreement contemplated hereby) at and as of the Closing Date, with sufficient available funds to (a) make the payment of the aggregate Merger Consideration payable pursuant to Section 1.5, (b) pay all amounts payable in respect of Company Options, RSUs, PSUs, PhSUs and PPhSUs pursuant to Article I, including any applicable withholding amounts, (c) pay all amounts necessary to repay any outstanding Indebtedness of the Acquired Companies required to be repaid by this Agreement in connection with the Closing, as applicable, and (d) pay all fees, costs and expenses required to be paid at the Closing by any Acquired Company, Parent or Merger Sub in connection with the consummation of the Merger or the Financing (collectively, the “Required Amount”).
Sufficiency of Proceeds. Assuming the transactions contemplated by the Rollover Agreements are consummated in accordance with the terms thereof and the Financing is funded on or prior to the Closing Date in accordance with the Financing Letters and assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 (after netting out applicable fees, expenses, original issue discount and similar premiums and charges provided under the Debt Fee Letter), the net proceeds of the Financing, when taken together with the cash or cash equivalents held by Parent, Merger Sub and the Company at and as of the Closing Date, will be sufficient to (a) make the payment of the aggregate Merger Consideration, (b) make any payments required to be made on or after the Closing under the Indenture in respect of the Company Convertible Notes as a result of the Transactions, including the settlement of any conversions, without giving effect to any payments received pursuant to the Capped Call Transactions, of the Company Convertible Notes pursuant to the terms of the Indenture (including any make-whole with respect thereto and assuming all conversions are settled solely in cash) and the repurchase of the Company Convertible Notes as required pursuant to Article 15 of the Indenture, and (c) pay all other amounts (including payment of (x) all amounts payable in respect of Company Options and RSUs, (y) all amounts necessary to repay the Repaid Indebtedness and (z) all fees, costs and expenses) required to be paid at the Closing by any Acquired Company, Parent or Merger Sub in connection with the Merger or the Financing in accordance with the terms of this Agreement and the Debt Commitment Letter (collectively, the “Required Amount”).
Sufficiency of Proceeds. The net proceeds of the Financing, when funded in accordance with the Commitment Letters will be, in the aggregate, sufficient to make the payment of all amounts required by this Agreement to be paid by Purchaser at the Closing (including the Consideration at the Effective Time), including to pay all fees and expenses required to be paid by Purchaser at the Closing in connection with the Arrangement and the Financing (the “Required Amount”).
Sufficiency of Proceeds. As of the date of this Agreement, Parent has available to it, and as of the Offer Acceptance Time and the Closing Date, Parent shall have available to it (and shall make available to Payor, and Payor shall make available to Purchaser, in each case, in a timely manner), cash on hand or access to funds under its Existing Credit Facility in an amount sufficient to consummate the Transactions by payment in cash of the aggregate Offer Price payable following the Offer Acceptance Time, the aggregate Merger Consideration payable following the Effective Time and the aggregate amounts payable to holders of Company Options and RSUs following the Effective Time pursuant to Sections 2.9(a) and 2.9(b).
Sufficiency of Proceeds. Assuming the Financing is funded in accordance with the Financing Letters and assuming the satisfaction of the conditions set forth in Section 6 (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the exercise of the maximum amount of flex (including original issue discount flex) provided under the Debt Fee Letter), the net proceeds of the Financing will be, in the aggregate, sufficient to (a) make the payment of the Merger Consideration required to be paid on the Closing Date, (b) make any payments required pursuant Section 7 or Section 8 of the Company Convertible Notes or Article 3 or Article 10 of the Indenture arising as a result of the Merger and (c) along with the cash on hand at the Company at Closing, pay all other amounts (including all costs, fees and expenses) required to be paid at the Closing by the Company, Parent or Merger Sub in connection with the Merger and the Financing in accordance with the terms of this Agreement (collectively, the “Required Amount”).
Sufficiency of Proceeds. Assuming the Equity Financing is funded in accordance with the Equity Commitment Letters and assuming the satisfaction of the conditions set forth in Section 5.1 and Section 5.2, the net proceeds of the Equity Financing will be, in the aggregate, sufficient to (a) make the payment of the aggregate Merger Consideration, (b) make any payments required to be made on or after the Closing under the 2029 Indenture in respect of the 2029 Convertible Notes as a result of the Transactions and (c) pay all other amounts (including payment of (x) all amounts payable in respect of Company Options, RSUs and PSUs, (y) all amounts necessary to repay any outstanding Indebtedness of the Company required to be repaid by this Agreement and (z) all fees, costs and expenses) required to be paid at the Closing by the Company or any of its Subsidiaries, Parent or Merger Sub in connection with the Merger or the Equity Financing in accordance with the terms of this Agreement (collectively, the “Required Amount”).
