Committed Capital On Demand Facility Sample Clauses

Committed Capital On Demand Facility. If, prior to the delivery of the fully executed and binding J▇▇▇▇ CCOD, either Purchaser or the Seller Representative has received a proposal in writing that it believes is superior to the proposed J▇▇▇▇ CCOD (the “Alternative CCOD”), then Purchaser and the Seller Representative will discuss the terms of such Alternative CCOD in good faith and decide whether to proceed with such Alternative CCOD instead of the proposed J▇▇▇▇ CCOD. If Purchaser and the Seller Representative agree on an Alternative CCOD, and such Alternative CCOD is fully executed and binding prior to or at the Closing, then such Alternative CCOD shall satisfy the condition in Section 7.02(f). If Purchaser and the Seller Representative cannot agree on an Alternative CCOD, then Purchaser and the Seller Representative shall proceed with the proposed J▇▇▇▇ CCOD, which if fully executed and binding prior to or at the Closing, shall satisfy the condition in Section 7.02(f). If Purchaser and the Seller Representative proceed with the proposed J▇▇▇▇ CCOD, Purchaser will use its reasonable best efforts to negotiate customary closing conditions before executing the J▇▇▇▇ CCOD, which it will discuss with the Seller Representative in good faith.

Committed Capital On Demand Facility. If, prior to the delivery of the fully executed and binding J▇▇▇▇ CCOD, either Goal or DV has received a proposal in writing that it believes is superior to the proposed J▇▇▇▇ CCOD (the “Alternative CCOD”), then Goal and DV will discuss the terms of such Alternative CCOD in good faith and decide whether to proceed with such Alternative CCOD instead of the proposed J▇▇▇▇ CCOD. If Goal and DV agree on an Alternative CCOD, and such Alternative CCOD is fully executed and binding prior to or at the Closing, then such Alternative CCOD shall satisfy the condition in Section 7.02(f). If Goal and DV cannot agree on an Alternative CCOD, then Goal and DV shall proceed with the proposed J▇▇▇▇ CCOD, which if fully executed and binding prior to or at the Closing, shall satisfy the condition in Section 7.02(f). If Goal and DV proceed with the proposed J▇▇▇▇ CCOD, Goal will use its reasonable best efforts to negotiate customary closing conditions before executing the J▇▇▇▇ CCOD, which it will discuss with DV in good faith.

Committed Capital On Demand Facility. Subject to Section 6.18, DV shall have received a fully executed and binding committed capital on demand facility between Goal and/or DV, on the one hand, and a third-party investor (i.e., JonesTrading Institutional Services LLC or one of its Affiliates), on the other hand, for at least $100,000,000 of post-Closing capital to DV (or a lesser amount as determined by DV) in accordance with the terms of such facility (the “J▇▇▇▇ CCOD”), which shall (i) provide those commercial terms set forth in the term sheet made available to DV prior to the date of this Agreement and (ii) not be subject to the satisfaction of any conditions other than the completion of the Transactions, standard draw-down conditions and any other customary closing conditions; provided that if Goal has complied with Section 6.18, clause (ii) of this Section 7.02(f) shall be deemed to have been satisfied.