Company Financing. Buyer agrees that, in the event that, at any time before or after the Closing, the Company offers for sale in a private or public offering of securities (the “Hybrid Securities Offering”) subordinated debt securities (the “Hybrid Securities”), then Buyer shall (a) consider in good faith purchasing, or causing to be purchased, at least $250,000,000 aggregate principal amount of Hybrid Securities in or concurrently with the Hybrid Securities Offering, on the same terms and conditions as such Hybrid Securities are issued and sold to other investors in the Hybrid Securities Offering; provided, that any such purchase by Buyer shall require the mutual agreement of Buyer and the Company, and (b) use good faith efforts to assist the Company with the offering and sale of the Hybrid Securities in the Hybrid Securities Offering; provided that such good faith efforts shall not require, or be construed to require, Buyer or its Affiliate to purchase any such Hybrid Securities in such Hybrid Securities Offering.
Company Financing. (a) The Company has delivered to Parent a true, complete and correct copy of a fully executed debt commitment letter, dated July 20, 2015 and fully executed fee letters relating thereto (provided that the fee amounts and other economic terms may be redacted) (such commitment letter and fee letters, including all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with Section 5.17(j) is referred to herein as the “Company Financing Commitment”), among the Company and JPMorgan Chase Bank, N.A., X.X. Xxxxxx Securities, LLC, Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Sachs Bank USA, Fifth Third Bank, U.S. Bank National Association, Credit Agricole Corporate and Investment Bank, Deutsche Bank AG New York Branch, Deutsche Bank Securities, Inc., Xxxxx Fargo Bank, National Association and Xxxxx Fargo Securities, LLC (the “Company Lenders”) pursuant to which, among other things, the Company Lenders have agreed, subject to the terms and conditions of the Company Financing Commitment, to provide or cause to be provided, on a several and not joint basis, the financing commitments described therein. The debt financing contemplated under the Company Financing Commitment is referred to herein as the “Company Debt Financing.”
Company Financing. Prior to the Closing Date, upon Parent’s request, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to, prior to or at, and conditioned upon, the occurrence of the Closing, deliver all notices and take all other actions required to, at Parent’s option: (a) facilitate the termination of the commitments under the Credit Agreement (as the same may be amended, modified, supplemented, restated or amended and restated from time to time and in effect immediately prior to the Closing, the “Subject Indebtedness”) and repay or satisfy in full all obligations then outstanding thereunder in accordance with the terms of, and, in connection therewith, deliver to Parent, customary payoff letters reflecting such terminations and repayments (each a “Payoff Letter”), and, upon the occurrence of the payoff in accordance with the terms of each such Payoff Letter, deliver all notices and take all other actions required to release all of the Liens in connection therewith, or (b) obtain the waiver or consent of the parties to the Subject Indebtedness necessary to authorize the waiver or consent to the Merger Transactions in respect of the Subject Indebtedness (the “Lender Consent”), such Lender Consent to be in a form reasonably satisfactory to Parent.
Company Financing. The Company agrees to use its reasonable best efforts to complete the transactions (related to the Company) contemplated by the Commitment Letter. Without limiting the generality of the foregoing, the Company agrees to provide reasonable and customary assistance and information in connection with the syndication and arrangement of the Facilities as set forth in the eighth and ninth paragraphs of the Commitment Letter and to undertake the other obligations therein referred to. In furtherance thereof, the Company agrees that it shall execute and take all actions reasonably necessary to duly execute and deliver the Xxx Communications Credit Facility and, unless and until this Agreement is terminated pursuant to Article 8 hereof, it shall not seek to negotiate, amend, modify, terminate or cancel the Commitment Letter or the Xxx Communications Credit Facility; provided, however, the Company shall not be obligated to execute the Xxx Communications Credit Facility or any amendment or modification thereto if to do so would be a violation of applicable law or cause the Company to be in violation of applicable law or give rise to reasonable concerns regarding the solvency of the Company or the availability of sufficient surplus to complete the Offer and the Merger; and provided further that Parent shall not agree, without the Special Committee's prior approval, to any amendment or modification to the Xxx Communications Credit Facility that would commit the Company to pay any fees or expenses or to any obligations in each case if Shares are not purchased pursuant to the Offer. The Company will not knowingly attempt, directly or indirectly, to induce or encourage the Lenders or other entities not to fund any of the financing contemplated by the Commitment Letter.
Company Financing. (a) In order to fund the initial working capital needs of the Company, each of Lockheed Xxxxxx and Boeing shall make available to the Company an amount to be mutually agreed by the Members (each, a “Working Capital Fund”), in cash or immediately available funds and the Company shall have the right to draw against such Working Capital Funds from time to time upon written notice to the Members together with reasonable documentation of the Company’s requirement therefor and a statement of its then current working capital needs; provided, that any such draw by the Company shall be made from each Member’s Working Capital Fund in an equal amount. Any amounts drawn by the Company against the Member’s Working Capital Funds shall constitute a capital contribution by the Members to the Company and the Company shall have no obligation to repay any such amounts to the Members.
Company Financing. (a) . As of the date hereof, the Company has entered into definitive agreements with respect to the private placement of the Company Common Stock or other equity securities of the Company, pursuant to which the Company has received gross proceeds of $50,000,000 (the “Company Financing”).
Company Financing. The Company Financing shall have been consummated.
Company Financing. Parent agrees that from and after the Offer Closing, it shall provide or cause to be provided sufficient funding to the Company and its Subsidiaries to (a) permit them to operate their respective businesses and operations in the ordinary course of business consistent with past practice, including to replace letters of credit issued under the Credit Agreement, and (b) to the extent requested by the Company, to repay any outstanding Indebtedness of the Company and its Subsidiaries that is due and payable in connection with the Offer Closing; provided, that, Parent shall not be required to provide or cause to be provided to the Company funding pursuant to clauses (a) and (b) in excess of $1.0 billion in the aggregate. Parent further agrees that in connection with the Offer Closing and/or the Closing, no credit support will be provided by the Company or any of its Affiliates and that no new Indebtedness of the Company or any of its Subsidiaries, nor any assets of the Company or any of its Subsidiaries, may be used to make any payments to holders of Shares in connection with the Offer Closing or in the provision of funding to the Paying Agent for the Exchange Fund. The Company shall provide reasonable cooperation to Parent and Merger Sub in arranging for the termination of the Credit Agreement at the Acceleration Time or a waiver of any “change of control” provisions thereunder that would be triggered at the Acceleration Time and, if applicable, the procurement of customary payoff letters in connection therewith.
Company Financing. Buyers shall work in good faith to obtain a third party asset based/working capital line of credit facility for the RSG Companies in the amount of at least $10,000,000 from a reputable financial institution within a reasonable time after Closing (the “Third Party Financing”).
Company Financing. Buyer and the Company shall have executed and ----------------- delivered any and all agreement, documents and instruments required to effect the Company Financing and no further conditions shall exist to the funding of the Company Financing other than the consummation of the Closing.
