Common use of Concurrent Financing Clause in Contracts

Concurrent Financing. (a) Subject to the terms and conditions of this Agreement, Q32 shall use commercially reasonable efforts to obtain the Concurrent Financing on the terms and conditions described in the Subscription Agreement and satisfy the conditions to the Concurrent Financing as described in the Subscription Agreement and shall not permit any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, the Subscription Agreement if such termination, amendment, modification, waiver or replacement (i) reduces the aggregate amount of the Concurrent Financing or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Concurrent Financing, or otherwise expands, amends or modifies any other provision of the Subscription Agreement, in a manner that would reasonably be expected to (x) delay or prevent the funding of the Concurrent Financing (or satisfaction of the conditions to the Concurrent Financing) at or substantially simultaneously with the Closing or (y) adversely impact the ability of Q32 to enforce its rights against other parties to the Subscription Agreement. Q32 shall promptly deliver to Homology copies of any such termination, amendment, modification, waiver or replacement. (b) Q32 shall use commercially reasonable efforts (i) to maintain in effect the Subscription Agreement, (ii) to enforce its rights under the Subscription Agreement and (iii) to comply with its obligations under the Subscription Agreement. (c) Q32 shall give Homology prompt notice (i) of any breach or default by any party to the Subscription Agreement or definitive agreements related to the Concurrent Financing of which Q32 becomes aware, (ii) of the receipt of any written notice or other written communication from any Purchaser with respect to any (x) actual breach, default, termination or repudiation by any party to the Subscription Agreement or definitive agreements related to the Concurrent Financing of any provisions of the Subscription Agreement or definitive agreements related to the Concurrent Financing or (y) material dispute or disagreement relating to the Concurrent Financing with respect to the obligation to fund the Concurrent Financing at or substantially simultaneously with the Closing, and (iii) if at any time for any reason Q32 believes in good faith that it will not be able to obtain all or any portion of the Concurrent Financing on the terms and conditions, in the manner or from the sources contemplated by the Subscription Agreement or definitive agreements related to the Concurrent Financing. Q32 shall promptly provide information reasonably requested by Homology relating to the circumstances referred to in clauses (i), (ii) or (iii) of the immediately preceding sentence.

Appears in 2 contracts

Sources: Merger Agreement (Homology Medicines, Inc.), Merger Agreement (Homology Medicines, Inc.)

Concurrent Financing. (a) Subject Each of the Company, and the Purchaser shall use commercial reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Concurrent Financing at or prior to the terms and conditions of this AgreementEffective Date, Q32 shall use including using commercially reasonable efforts to obtain to: (i) negotiate in good faith and, if applicable, enter into definitive agreements (the “Definitive Concurrent Financing on the terms and conditions described in the Subscription Agreement and satisfy the conditions Agreements”) with respect to the Concurrent Financing as described promptly as practicable after the date hereof, on terms as to be mutually determined by the Company, and the Purchaser, acting reasonably; (ii) satisfy on a timely basis all conditions and otherwise comply with all terms applicable to the Company or the Purchaser, respectively, if applicable, in the Definitive Concurrent Financing Agreements; (iii) comply with its respective obligations under the Definitive Concurrent Financing Agreements; (iv) enforce its rights under the Definitive Concurrent Financing Agreements; and (v) cause the satisfaction of the escrow conditions of the Subscription Agreement Receipts, if applicable. (b) The Company, the Purchaser and shall the Purchaser Parent may not agree to or permit any terminationamendment, amendment supplement or other modification to be made toto the Definitive Concurrent Financing Agreements without prior written consent from the other Party. (c) Each of the Company, and the Purchaser shall: (i) provide confirmation to the other Party of the execution of the Definitive Concurrent Financing Agreements promptly after their execution, (ii) give the other Party prompt notice of any breach or any waiver threatened breach of any provision under, or any replacement of, the Subscription Agreement if such termination, amendment, modification, waiver or replacement (i) reduces the aggregate amount of the Definitive Concurrent Financing or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Concurrent Financing, or otherwise expands, amends or modifies any other provision of the Subscription Agreement, in a manner Agreements that would could reasonably be expected to (x) delay or impair or prevent the funding of the Concurrent Financing or any termination or threatened termination thereof, and (or satisfaction iii) otherwise keep the other Party reasonably informed on the status of the conditions to arrangement and obtaining of the Concurrent Financing) at or substantially simultaneously with the Closing or (y) adversely impact the ability of Q32 to enforce its rights against other parties to the Subscription Agreement. Q32 shall promptly deliver to Homology copies of any such termination, amendment, modification, waiver or replacement. (bd) Q32 Each of the Company, and the Purchaser shall use commercially reasonable efforts (i) to maintain in effect the Subscription Agreement, (ii) to enforce its rights under the Subscription Agreement and (iii) to comply with its obligations under the Subscription Agreement. (c) Q32 shall give Homology prompt notice (i) of any breach or default by any party provide to the Subscription Agreement or definitive agreements related to other Party with such cooperation as is reasonably requested by the Concurrent Financing of which Q32 becomes awareCompany and the Purchaser, (ii) of the receipt of any written notice or other written communication from any Purchaser with respect to any (x) actual breachas applicable, default, termination or repudiation by any party to the Subscription Agreement or definitive agreements related to the Concurrent Financing of any provisions of the Subscription Agreement or definitive agreements related to the Concurrent Financing or (y) material dispute or disagreement relating to the Concurrent Financing with respect to the obligation to fund the Concurrent Financing at or substantially simultaneously in connection with the Closing, arrangement and (iii) if at any time for any reason Q32 believes in good faith that it will not be able to obtain all or any portion consummation of the Concurrent Financing on the terms and conditions, in the manner or from the sources contemplated by the Subscription Agreement or definitive agreements related to the Concurrent Financing. Q32 shall promptly provide information reasonably requested by Homology relating to the circumstances referred to in clauses (i), (ii) or (iii) of the immediately preceding sentence.

Appears in 1 contract

Sources: Arrangement Agreement (Jones Soda Co)

Concurrent Financing. (a) Subject to the terms and conditions of this Agreement, Q32 Korro shall use commercially reasonable efforts to obtain the Concurrent Financing on the terms and conditions described in the Subscription Agreement and satisfy the conditions to the Concurrent Financing as described in the Subscription Agreement and shall not permit any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, the Subscription Agreement if such termination, amendment, modification, waiver or replacement (i) reduces the aggregate amount of the Concurrent Financing or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Concurrent Financing, or otherwise expands, amends or modifies any other provision of the Subscription Agreement, in a manner that would reasonably be expected to (x) delay or prevent the funding of the Concurrent Financing (or satisfaction of the conditions to the Concurrent Financing) at or substantially simultaneously with the Closing or (y) adversely impact the ability of Q32 Korro to enforce its rights against other parties to the Subscription Agreement. Q32 Korro shall promptly deliver to Homology Frequency copies of any such termination, amendment, modification, waiver or replacement. (b) Q32 Korro shall use commercially reasonable efforts (i) to maintain in effect the Subscription Agreement, (ii) to enforce its rights under the Subscription Agreement and (iii) to comply with its obligations under the Subscription Agreement. (c) Q32 Korro shall give Homology Frequency prompt notice (i) of any breach or default by any party to the Subscription Agreement or definitive agreements related to the Concurrent Financing of which Q32 ▇▇▇▇▇ becomes aware, (ii) of the receipt of any written notice or other written communication from any Purchaser with respect to any (x) actual breach, default, termination or repudiation by any party to the Subscription Agreement or definitive agreements related to the Concurrent Financing of any provisions of the Subscription Agreement or definitive agreements related to the Concurrent Financing or (y) material dispute or disagreement relating to the Concurrent Financing with respect to the obligation to fund the Concurrent Financing at or substantially simultaneously with the Closing, and (iii) if at any time for any reason Q32 ▇▇▇▇▇ believes in good faith that it will not be able to obtain all or any portion of the Concurrent Financing on the terms and conditions, in the manner or from the sources contemplated by the Subscription Agreement or definitive agreements related to the Concurrent Financing. Q32 Korro shall promptly provide information reasonably requested by Homology Frequency relating to the circumstances referred to in clauses (i), (ii) or (iii) of the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (Frequency Therapeutics, Inc.)