Equity Funding Letters definition
Examples of Equity Funding Letters in a sentence
This Limited Guarantee, together with the Merger Agreement and the exhibits to the Merger Agreement, the Company Disclosure Letter, the Parent Disclosure Letter, the Other Limited Guarantee, the Equity Funding Letters and the Confidentiality Agreement, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter of this Limited Guarantee.
Under no circumstances shall Seller, the Company or any other Person (individually or collectively) be permitted or entitled to receive both (x) a grant of specific performance or injunctive relief to cause Parent to draw down the Equity Financing, to enforce the rights of Parent under the Equity Funding Letters or to consummate the Closing and (y) any amounts in respect of the Guaranteed Obligations whatsoever in circumstances in which the Closing occurs.
Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the Guarantee Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and against the Guarantors under the Equity Funding Letters and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates.
There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Equity Funding Letters.
Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Equity Funding Letters and the Debt Commitment Letter that are payable on or prior to the date hereof.
As of the date of this Agreement, neither the Equity Funding Letters nor Debt Commitment Letter has been amended or modified and the respective commitments contained in such letters have not been withdrawn or rescinded in any respect.
No event has occurred which, with or without notice, lapse of time, or both, would constitute a default of Parent or any other party thereto under any of the Equity Funding Letters.
Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the GuaranteedGuarantee Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and against the Guarantors under the Equity Funding Letters and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates.
No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Merger Agreement or the Equity Funding Letters shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder.
Except for the payment of customary fees, there are no conditions precedent or other similar contractual contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Equity Funding Letters or the Commitment Letter.