Closing Date Equity Issuance Sample Clauses

Closing Date Equity Issuance. The Closing Date Equity Issuance shall have been consummated substantially simultaneously with the initial Borrowing of Initial Term Loans hereunder and, immediately upon giving effect thereto and the consummation of the Closing Date Acquisition, the Sponsor shall own Voting Stock of Holdings representing more than 50% of the voting power of the total outstanding Voting Stock of Holdings.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Closing Date Equity Issuance. The Closing Date Equity Issuance shall be consummated substantially concurrently with, or prior to, the funding of the First Lien Term Facility. In determining the satisfaction of the conditions specified in this Section 6.01, to the extent any item is required to be satisfactory to any Lender, such item shall be deemed satisfactory to each Lender which has not notified the Administrative Agent in writing prior to the occurrence of the Closing Date that the respective item or matter does not meet its satisfaction. Upon the funding of the Initial Borrowing, the Closing Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Closing Date shall not release Holdings or the Borrower from any Event of Default for failure to satisfy one or more of the applicable conditions contained in this Section 6.01). The acceptance of the benefits of each extension of credit hereunder shall constitute a representation and warranty by Holdings and the Borrower to the Administrative Agent and each of the Lenders that all the conditions specified in this Section 6.01 (with respect to extensions of credit on the Closing Date) and applicable to such extensions of credit are satisfied as of that time, unless waived in accordance with Section 12.12.
Sample 1Sample 2See All (4)
Closing Date Equity Issuance. The Closing Date Equity Issuance shall have been, or substantially concurrently with the initial borrowing hereunder, shall be, consummated.
Sample 1Sample 2
Closing Date Equity Issuance. Any Loan Party breached its obligations under any agreement entered in connection with the Closing Date Equity Issuance.
Sample 1Sample 2
Closing Date Equity Issuance. The Closing Date Equity Issuance shall have been consummated and shall constitute common Equity Interests or other Qualified Capital Stock.
Sample 1Sample 2
Closing Date Equity Issuance. (1) The applicable Lenders (or their nominated Affiliates) shall have been issued (at no additional cost to such Lenders and in partial consideration of the Loans made by such Lenders) 250,000 shares of the Parent’s common stock (the “Credit Agreement Shares”) on terms and conditions satisfactory to such Lenders or their nominated Affiliates and (2) the Fortress Investor (or its nominated Affiliates) shall have been issued (at no additional cost to the Fortress Investor) the Backstop Shares (as defined in the Backstop Agreement) consisting of 700,000 shares of the Parent’s common stock (the Backstop Shares, together with the Credit Agreement Shares, the “Closing Shares”) on terms and conditions satisfactory to the Fortress Investor or its nominated Affiliates, but in any event the Closing Shares (i) shall be registered pursuant to the Registration Statement which shall be filed and effective on or before the applicable dates, and subject to the terms and conditions, provided in Section 8.22 and (ii) shall be validly issued, fully paid and non-assessable, issued without violation of any pre-emptive or similar rights of any stockholder of the Parent and free and clear of all Liens.
Sample 1
Closing Date Equity Issuance. The applicable Lenders (or their nominated Affiliates) shall have been issued (at no additional cost to such Lenders and in partial consideration of the Loans made by such Lenders) [_]3 shares of the Parent’s common stock on terms and conditions satisfactory to such Lenders or their nominated Affiliates but in any event such shares (i) shall be subject to a customary registration rights agreement in the form attached as Exhibit A to the De-SPAC Combination Agreement and (ii) shall be validly issued, fully paid and non-assessable, issued without violation of any pre-emptive or similar rights of any stockholder of the Parent and free and clear of all Liens.
Sample 1
AutoNDA by SimpleDocs

Related to Closing Date Equity Issuance

  • Equity Issuance Upon the sale or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any of its Equity Interests (other than any sales or issuances of Equity Interests to the Borrower or any Subsidiary Guarantor), the Borrower shall prepay an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in Section 2.09(b)).

  • Funding Date The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

  • Subsequent Equity Issuances The Company shall not deliver any Sales Notice hereunder (and any Sales Notice previously delivered shall not apply during such three Business Days) for at least three (3) Business Days prior to any date on which the Company or any Subsidiary offers, sells, issues, contracts to sell, contracts to issue or otherwise disposes of, directly or indirectly, any other shares of Common Stock or any Common Stock Equivalents (other than the Shares), subject to Manager’s right to waive this obligation, provided that, without compliance with the foregoing obligation, the Company may issue and sell Common Stock pursuant to any employee equity plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock issuable upon the conversion or exercise of Common Stock Equivalents outstanding at the Execution Time.

  • Equity Issuances In the event that the Borrower shall receive any Cash proceeds from the issuance of Equity Interests of the Borrower at any time after the Availability Period, the Borrower shall, no later than the third Business Day following the receipt of such Cash proceeds, prepay the Loans in an amount equal to fifty percent (50%) of such Cash proceeds, net of underwriting discounts and commissions or other similar payments and other costs, fees, premiums and expenses directly associated therewith, including, without limitation, reasonable legal fees and expenses (and the Commitments shall be permanently reduced by such amount).

  • Closing Date Balance Sheet (a) Prior to Closing, the parties will cooperate in preparing a balance sheet dated as of the Closing Date (the "Closing Date Balance Sheet") reflecting the amount by which the value of the Purchased Assets as of the Closing Date exceeds the Assumed Liabilities as of the Closing Date (the "Net Value"). Purchaser and Seller agree that the Closing Date Balance Sheet will be prepared in a manner consistent with the balance sheet as of June 28, 1997 attached hereto as Exhibit A and will reflect an update of the Preliminary Balance Sheet (as defined in Section 3.03(b) below). Purchaser and Seller will endeavor in good faith to resolve any disputes in the determination of the Net Value and the preparation of the Preliminary Balance Sheet and the Closing Date Balance Sheet. (b) Seller shall take a physical inventory (the "Closing Inventory") of the Divisions as of the last day of the most recent month that is not more than 30 days prior to the Closing Date (or such other date as Seller and Purchaser shall mutually agree) and will prepare a preliminary balance sheet as of the date of the Closing Inventory (the "Preliminary Balance Sheet") reflecting the value of the Purchased Assets and the Assumed Liabilities as of the date of the Preliminary Balance Sheet. Purchaser and its representatives will have the right to participate in the taking of the Closing Inventory. Not less than five days prior to Closing, Seller will deliver a copy of the Preliminary Balance Sheet to Purchaser for its review. Seller and Purchaser will cooperate to determine a method reasonably acceptable to each party to make adjustments to and update the Preliminary Balance Sheet for purposes of preparing the Closing Date Balance Sheet. 3.04

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

  • Closing Date and Option Closing Date Opinion of Counsel On each of the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion of GM, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance reasonably satisfactory to BM, confirming as of the Closing Date and, if applicable, the Option Closing Date, the statements made by GM in their opinion delivered on the Effective Date.

  • Closing Date Delivery 2 2.1 Closing Date....................................................................................... 2 2.2 Delivery........................................................................................... 2

  • Asset Dispositions, etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any material asset (including accounts receivable and capital stock of Principal Subsidiaries) to any Person, except:

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

Time is Money Join Law Insider Premium to draft better contracts faster.