Terms of the Transactions. In connection with the Transactions: (a) the Investors rely on the Receivables and the other assets of the SPV in making their investment decision and will rely on the Transfers being characterized as true sales, so as to isolate the Receivables from Performance Guarantor’s, Originator’s and Seller’s creditors.
Terms of the Transactions. It is the sole discretion of the Company to accept or reject the terms of any proposed transaction.
Terms of the Transactions. 1.1 Time and Place of Closing 2 1.2 The Transactions 2 1.3 Chilean Effective Time 3 1.4 Conversion of Itaú Chile Common Stock 3 1.5 CorpBanca Common Stock 4 1.6 Colombian Assets and Liabilities Acquisition 4 1.7 [RESERVED] 4 1.8 Adjustments 4
Terms of the Transactions. (a) CCG shall have assigned to Guaranteed Holdings all of its rights and interests in the Cash Collateral that was previously posted to MLCS under the credit support annex to the Existing BTB Swap Agreements.
(b) Guaranteed Manager shall have entered into an assignment conveying to Guaranteed Holdings all of its rights to receive from the Guaranteed Funds payments of the fees agreed to be paid pursuant to the Fund Management Agreement, which shall have been acknowledged and agreed to by each of the Guaranteed Fund GPs.
(c) CAHA and CCG shall have conveyed to Guaranteed Holdings all of their rights to receive repayment of all Fund Voluntary Loans advanced to the Guaranteed Funds, which shall have been acknowledged and agreed to by each Guaranteed Fund and Guaranteed Fund GP and or delivered endorsed promissory notes evidencing the obligation to repay the Fund Voluntary Loans.
(d) Each of the limited liability company agreements of each of the Guaranteed Partnership GPs shall have been amended as contemplated herein.
(e) The Guaranteed Holdings Operating Agreement shall have been entered into as contemplated herein.
(f) The Island Recapitalization shall have occurred contemporaneously herewith.
(g) The BOA Credit Agreement shall have been amended and restated.
(h) All other transactions contemplated under Article 5 shall have occurred.
Terms of the Transactions. Performance Guarantor’s believes that its guaranty in the Performance Guarantee does not cause Performance Guarantor to retain or assume the risk of nonpayment or other material financial risks of the Receivables based in part on the belief that the matters covered are unlikely to occur. The guaranty is not intended to cover material liabilities that are reasonably likely to occur.
Terms of the Transactions. In connection with the Transactions: (a) certain investors in the Receivables rely on the Receivables and the other assets of the Issuer in making their investment decision; (b) certain investors in the Receivables will rely on the Transfer being characterized as a true sale, so as to isolate the Receivables from Originator’s creditors; and (c) the indirect sale of the Receivables to the SPV and its creditors and their financing through the Transactions is beneficial to Originator because it, among other things, increases the liquidity of their assets and, to a lesser extent, diversifies the funding sources for Originator’s business.
Terms of the Transactions. In connection with the Transactions: (a) certain investors in the Receivables rely on the Receivables and the other assets of the SPV in making their investment decision; (b) certain investors in the Receivables will rely on the Transfer being characterized as true sales, so as to isolate the Receivables from Seller’s creditors; and (c) the sale of the Receivables to the SPV and their financing through the Transactions is beneficial to Seller and its creditors because it, among other things, increases the liquidity of their assets.
Terms of the Transactions. (a) Within 90 days following the Initial Closing Date (as defined herein), the Buyers, acting through MxXxxxx, will purchase up to 1,667,000 “units” consisting of (i) one share of the Seller Common Stock plus (ii) one A Option [as defined in section 1.01(b)] and (iii) one B Option [as defined in section 1.01(c)] (“a Unit”). The purchase price for each Unit will be one dollar ($1.00). Of the 1,667,000 Units subject to this SPA, the Initial Buyers will purchase 950,000 Units promptly following execution of this SPA by MxXxxxx on behalf of the Buyers, by each of the Sellers, and by each of the Initial Buyers by the execution of Exhibit C. Subject to the registration of restricted Seller Common Stock in the name of each of the Initial Buyers, settlement will take place on the third business day following the trade date. The settlement date on which the Initial Buyers acquire such Units will be the Initial Closing Date.
(b) The A Option gives a Buyer the right to purchase an additional share of Seller Common Stock for an exercise price of two dollars ($2.00) per share on or before the second anniversary of the Initial Closing Date (“the Termination Date”). The form of an A Option is attached to this SPA as Exhibit A. Subject to the provisions of section 3.03, the Sellers hereby instruct Wedbush Securities to set aside a total of 1,667,000 shares of the Seller Common Stock to cover the A Options as allocated among the Sellers in Schedule 1 (defined in section 2.01).
(c) The Buyers’ exercise of all outstanding A Options will become mandatory when, prior to the Termination Date, the following three conditions are met: (i) the Company common shares have been listed on a national exchange for at least 30 trading days; (ii) the closing bid price for Company common shares (adjusted for any splits) has been above three dollars per share for 10 consecutive trading days; and (iii) the average trading volume in the Company common shares has been in excess of 100,000 shares per day for the same 10 consecutive trading days (the “Trigger Date”). Should the conditions precedent to a mandatory exercise occur, the Buyers shall exercise all outstanding A Options within 30 calendar days of the Trigger Date but in no case subsequent to the Termination Date should the 30 day mandatory exercise period extend beyond the Termination Date.
(d) The B Option gives a Buyer the right to purchase 6/10 (six-tenths) of an additional share of Seller Common Stock for an exercise price of three ...
Terms of the Transactions. Section 2.01.
Terms of the Transactions
