Preferred Equity Commitment Letter definition

Preferred Equity Commitment Letter and collectively with the Senior Debt Commitment Letter and the Subordinated Debt Commitment Letter, the "Commitment Letters"), pursuant to which the Preferred Equity Investors have committed, subject to the terms and conditions contained therein, to provide up to $35,000,000 in preferred equity financing for the Transactions. The proceeds from the Debt and Preferred Equity Financing, assuming the Commitment Letters have been funded pursuant to and in accordance with their respective terms, together with the Pre-Merger Contributions, shall provide sufficient funds to pay, pursuant to the Merger, the Merger Consideration, the Option Consideration and the repayment of indebtedness for borrowed money of the Company or any of its subsidiaries that is required to be repaid as a result of the Transactions, if any, and to pay all fees and expenses related to the Transactions. A true, correct and complete copy of (i) the Senior Debt Commitment Letter is attached hereto as Exhibit G-1, (ii) the Subordinated Debt Commitment Letter is attached hereto as Exhibit G-2, (iii) the Preferred Equity Commitment Letter is attached hereto as Exhibit G-3 and (iv) Saw Mill's agreement of limited partnership (the "Saw Mill Limited Partnership Agreement") has been provided to the Special Committee prior to date hereof. The partners named in the Saw Mill Limited Partnership Agreement, taken together, have committed, subject to the terms and conditions contained therein, to contribute the Contributed Cash and the Contributed Company Common Shares to Saw Mill. Merger Sub is not aware of any facts which in its reasonable judgment would prevent the consummation of the financing contemplated by the Commitment Letters. As of the date hereof, the Commitment Letters and the Saw Mill Limited Partnership Agreement have not been modified or amended and are in full force and effect.
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Preferred Equity Commitment Letter means the equity commitment letter dated April 2, 2024 from the Preferred Equity Investors, pursuant to which the Preferred Equity Investors have agreed, subject to the terms and conditions thereof, to provide the Preferred Equity Financing.
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Preferred Equity Commitment Letter is defined in Section 3.7.
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Examples of Preferred Equity Commitment Letter in a sentence

  • Saw Mill, Parent and Merger Sub have also represented that they have delivered to the Company true, correct and complete copies of the Senior Debt Commitment Letter, the Subordinated Debt Commitment Letter, the Preferred Equity Commitment Letter (collectively, the "Commitment Letters") and Saw Mill's agreement of limited partnership.

  • A true, correct and complete copy of (i) the Senior Debt Commitment Letter is attached hereto as Exhibit G-1, (ii) the Subordinated Debt Commitment Letter is attached hereto as Exhibit G-2, (iii) the Preferred Equity Commitment Letter is attached hereto as Exhibit G-3 and (iv) Saw Mill's agreement of limited partnership (the "Saw Mill Limited Partnership Agreement") has been provided to the Special Committee prior to date hereof.

  • The obligations of the Debt Commitment Parties to provide Debt Financing under the Debt Commitment Letter and the Preferred Equity Financing Sources to provide Preferred Equity Financing under the Preferred Equity Commitment Letter are, in each case, subject to a number of customary conditions, including consummation of the Merger.

  • The preferred equity financing committed pursuant to the Preferred Equity Commitment Letter is collectively referred to in this Agreement as the “Preferred Equity Financing” and, together with the Debt Financing, the “Debt/Preferred Financing”.

  • Certain of the Purchasers or their affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, the Acquired Business or other companies which may be the subject of the arrangements contemplated by this Preferred Equity Commitment Letter or engage in commodities trading with any thereof.

  • If this Preferred Equity Commitment Letter has not been signed and returned as described in the preceding sentence by such date, this offer will terminate on such date.

  • We need at least the part that helps student orgs and we need students to be excited and get involved in this pick one idea.

  • Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either our commitments or agreements or any matter referred to in this Preferred Equity Commitment Letter is hereby waived by the parties hereto.

  • This Preferred Equity Commitment Letter (including the schedules and exhibits attached hereto) supersedes all prior understandings, whether written or oral, among us with respect to the Commitments, the Preferred Equity and the matters relating thereto and sets forth the entire understanding of the parties hereto with respect thereto.

  • Bach Preference Limited By: Name: [·] Title: [·] Very truly yours, HPS Investment Partners, LLC for and on behalf of funds and/or accounts managed and/or advised and/or controlled by it or a subsidiary or affiliate thereof By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director [Project Bach — Preferred Equity Commitment Letter Signature Page] Very truly yours, KENDRIL INVESTMENT PTE.

Related to Preferred Equity Commitment Letter

  • Equity Commitment Letter has the meaning set forth in Section 3.4(a).

  • Equity Commitment Letters has the meaning set forth in Section 6.6(a).

  • Debt Commitment Letter has the meaning set forth in Section 4.20.

  • Equity Commitment means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights, or other Contracts that could require a Person to issue any of its Equity Interests or to sell any Equity Interests it owns in another Person; (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any Equity Interest of a Person or owned by a Person; (c) statutory pre-emptive rights or pre-emptive rights granted under a Person's Organizational Documents; and (d) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person.

  • Debt Commitment Letters shall have the meaning set forth in Section 5.7(a), as supplemented by Section 6.11, as applicable.

  • SBIC Equity Commitment means a commitment by the Borrower to make one or more capital contributions to an SBIC Subsidiary.

  • Commitment Letters has the meaning set forth in Section 4.5(b).

  • Commitment Letter has the meaning set forth in Section 5.7.

  • Financing Commitments has the meaning set forth in Section 5.7.

  • Financing Commitment shall have the meaning set forth in Section 6.4.

  • Incremental Facility Agreement means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Agent and the Borrower, among the Borrower, the Agent and one or more Incremental Lenders, establishing Incremental Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.18.

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

  • Credit Facility Agreement means the Credit Facility and Reimbursement Agreement dated as of January 1, 2007, between the Bond Bank and the Bank providing for the timely payment, when due, of a portion of the principal of and interest on the Notes, all subject to such conditions and under such terms as described in Article X of the Indenture.

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in substantially the form of Exhibit P (appropriately completed, and with such modifications as may be reasonably satisfactory to the Administrative Agent) executed and delivered in accordance with Section 2.15.

  • Commitment Agreement means the written agreement that may be required at EDTI’s sole discretion between a Customer and EDTI whereby the Customer both authorizes the design and construction of new or expanded Facilities and agrees to pay all cancellation costs if the project is cancelled or if the Customer fails to sign an Electric Service Agreement prior to the energization of the new or expanded Facilities;

  • Refinancing Commitments shall have the meaning provided in Section 2.14(h).

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Equity Financing means the next sale (or series of related sales) by the Company of its Equity Securities to one or more third parties following the date of this instrument from which the Company receives gross proceeds of not less than $1,000,000 cash or cash equivalent (excluding the conversion of any instruments convertible into or exercisable or exchangeable for Capital Stock, such as SAFEs or convertible promissory notes) with the principal purpose of raising capital.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • Equity Contract means any transaction or instrument that does not convey to Dealer rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of Counterparty’s bankruptcy.

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree: