Transaction Financing. The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.
Transaction Financing. Purchaser and the Company shall use commercially reasonable efforts to raise gross proceeds of at least $60 million in a PIPE financing in which equity securities of Purchaser or Pubco (or such other securities as may be agreed by Purchaser and the Company) are sold to investors. Without limiting anything to the contrary contained herein, contemporaneously with the entry into this Agreement or during the Interim Period, the Purchaser may, but shall not be required to, enter into financing agreements (any such agreements, the “Financing Agreements” and the financing contemplated by such Financing Agreements, the “Transaction Financing”) on such terms as the Purchaser and the Company shall agree (such agreement not to be unreasonably withheld, conditioned or delayed) and, if requested by the Purchaser, the Company shall, and shall cause its Representatives to, reasonably cooperate with the Purchaser in connection with such Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Purchaser). Such Financing Agreements may include non-redemption agreements from existing Public Shareholders and backstop agreements and private placement subscription agreements (whether for equity or debt) with any investors. Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially increase conditionality or impose any new material obligation on the Company, the Purchaser, during the Interim Period, the Purchaser shall not (i) reduce the committed investment amount to be received by Purchaser under any Financing Agreement or reduce or impair the rights of the Purchaser under any Financing Agreement in any material respect or (ii) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Financing Agreements, in each case, (x) in any material respect and (y) excluding any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision). Purchaser and the Company shall use their commercially reasonable efforts to co...
Transaction Financing. The investment has an estimated project cost of SEK 627 million, and will include the following elements: Gross Portfolio Value 600.0 Latent tax discount -24.5 Mortgage deeds 1.9 Arrangement and sales fee 15.0 Debt financing 7.5 Other start-up costs1 4.5 Working capital 22.6
Transaction Financing. Each of the Acquiror Parties and the Company shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Transaction Financing Agreements, including maintaining in effect such agreements and to satisfy on a timely basis all conditions and covenants applicable to it in the Transaction Financing Agreements and otherwise comply with its obligations thereunder to consummate transactions contemplated by the Transaction Financing Agreements at or prior to the Share Exchange Closing.
Transaction Financing. The Transaction Financing Agreements, when entered into by the PubCo and the investors in the Transaction Financing prior to the Share Exchange Closing, shall be in full force and effect with respect to, and binding on, Acquiror, and to the knowledge of Acquiror, on each investor thereto, in accordance with their terms.
Transaction Financing. (a) Without limiting anything to the contrary contained herein, during the Interim Period, SPAC, the Company and Pubco shall use their reasonable best efforts to enter into financing agreements (“Financing Agreements”) on such terms and structuring as the SPAC and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (collectively, the “Transaction Financing”), and SPAC, the Company and Pubco shall, and shall cause their respective Representatives to, reasonably cooperate with the other in connection with such Financing Agreements (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by SPAC). The Transaction Financing may be structured as common equity, convertible preferred equity, convertible debt, non-redemption or backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash proceeds on terms and conditions reasonably acceptable to the Company, in each case, whether such investment is into SPAC, the Company or Pubco (the committed amounts of any such Transaction Financing, whether paid or payable prior to, at or after the Closing, “Additional Capital”); provided, that (i) SPAC, the Company and Pubco shall use their reasonable best efforts to cause at least Twenty-Five Million U.S. Dollars ($25,000,000) of such Additional Capital to be in the form of a private investment in public equity for common equity, convertible preferred equity or convertible debt, or non-redemption or backstop arrangements with respect to the Trust Account, and (ii) Transaction Financing and Additional Capital shall exclude any funds, capital, monies or proceeds received by an LLP Company in connection with any financing, Indebtedness or capital raisings relating to any LLP Company’s real estate project (and ancillary matters thereto) from investors that are not initially introduced after the date of this Agreement to an LLP Company by SPAC or its Representatives (including (i) existing investors of an LLP Company as of the date of this Agreement and (ii) the investors identified on Schedule 5.18).
(b) Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise approved in writing by the Company and SPAC (each of which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not materially ...
Transaction Financing. (a) From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Article X, each of Acquiror, PubCo and the Company shall take, or cause to be taken, all reasonable actions and do, or cause to be done all things reasonably necessary, proper or advisable to: (a) identify additional sources of financing from third party financing sources in the form of debt or equity investments (the “Transaction Financing Investments”) and negotiate binding agreements on marketable terms with such Transaction Financing Investors (the “Transaction Financing Agreements”) in connection with ensuring the closing condition set forth in Section 10.03(f) is satisfied and (b) reasonably cooperate in a timely manner in connection with any such Transaction Financing Investments the Parties may seek in connection with the Transaction Financing including (i) by providing such information and assistance as the other Party may reasonably request, (ii) granting such access to potential Transaction Financing Investors and their respective representatives as may be reasonably necessary for their due diligence, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such Transaction Financing. All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Parties or their auditors and shall be subject to any limitations under applicable Law.
(b) As of the date of entering into a Transaction Financing Agreement, Acquiror will deliver to the Company true, correct and complete copies of each fully executed Transaction Financing Agreement. Each of the Transaction Financing Agreements will be in full force and effect and will be legal, valid and binding upon Acquiror and, to the knowledge of Acquiror, the applicable Transaction Financing Investor, and will be enforceable in accordance with its terms. Acquiror will have fully paid any and all commitment fees or other fees required in connection with the Transaction Financing Agreements that are payable on or prior to the date such Transaction Financing Agreement is entered into and will pay any and all such fees when and as the same become due and payable after such date pursuant to the Transaction Financing Agreements. Acquiror will have, and to the knowled...
Transaction Financing. During the Interim Period, (a) the Company shall use its reasonable best efforts to obtain transaction financing in the aggregate amount of at least US$15,000,000, in the form of firm written commitments from investors reasonably acceptable to SPAC or in the form of good faith deposits made by investors for a private placement of equity, debt or other alternative financing, in each case, to the Company or PubCo, on terms and conditions to be agreed by SPAC and the Company (a “Transaction Financing Procured by Company”), and (b) as long as the Company obtains the Transaction Financing Procured by Company, the SPAC shall use its reasonable best efforts to obtain additional transaction financing to SPAC or PubCo on terms reasonably satisfactory to SPAC and the Company (a “Transaction Financing Procured by SPAC” and together with the Transaction Financing Procured by Company, the “Transaction Financings”).
Transaction Financing. (i) True, correct and complete copies of the executed debt commitment letters from Bank of America, N.A., the sole administrative agent and lead arranger for a $300,000,000 Senior Secured Revolving Credit Facility (the “Senior Credit Facility”), and the other banks acting as syndicate lenders, are attached hereto as Exhibit F (the “Commitment Letters”), pursuant to which the financing sources described therein have agreed to lend to CPA16, on the terms and subject to the conditions set forth therein, the debt amounts set forth therein. The Senior Credit Facility will be used by CPA16 (A) to finance a portion of the Cash Consideration (the “Debt Financing”), (B) to repay certain property level indebtedness as described on Schedule 2.2(w)(i) and (C) for general corporate and working capital purposes, in each case in such amounts as determined by CPA16 and CAM in their reasonable commercial discretion.
(ii) The Commitment Letters are in full force and effect and are valid and enforceable against the parties thereto in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). The obligations of the financing sources to fund their respective commitments under the Commitment Letters are not subject to any conditions other than as set forth in the Commitment Letters. As of the date of this Agreement, to the Knowledge of CPA16, no event has occurred that (with or without notice, lapse of time, or both) would reasonably be expected to constitute a breach or default under the Commitment Letters by CPA16. CPA16 has no Knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions set forth in the Commitment Letters not being satisfied or the funding contemplated in the Commitment Letters not being made available to CPA16 on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date of this Agreement, the Commitment Letters have not been amended or modified and the commitments contained in such letters have not been withdrawn or rescinded in any respect. CPA16 or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Commitment Letters that are payable on or prior to the date of this Agr...
