Project Financing B.1. The Foundation hereby agrees to fund, by Conditional Grant, the implementation of the Proposal in the maximum sum of $ or 50% of the actual expenditures on the Project, as contemplated in the Approved Project Budget, whichever is less, and at the times and as may otherwise be set forth in Annex B hereto.
Debt Financing (a) The Company shall use its reasonable best efforts to obtain, or cause to be obtained, $5,000,000,000 of Debt Financing on the terms and conditions set forth in the Debt Financing Commitment as promptly as reasonably practicable and shall not, without the Special Committee’s prior written consent, permit any amendment or modification to be made to, or any waiver of any provision under, the Debt Financing Commitment, if such amendment, modification or waiver (i) reduces (or could have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount in respect of the Debt Financing) or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Financing Commitment, in a manner that would reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date or (y) adversely impact the ability of the Company and/or the Borrowers to enforce their respective rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto, in each case, relating to the funding thereunder. For the avoidance of doubt, it is understood and agreed that the Company, without the consent of the Special Committee, may amend the Debt Financing in any manner the Company Board determines is in the best interests of the Company (including to add lenders, arrangers, bookrunners, agents, managers or similar entities that have not executed the Debt Financing Commitment and amend the economic and other arrangements with respect to the existing and additional lenders, arrangers, bookrunners, agents, managers or similar entities) so long as such amendment would not reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on or prior to the Closing Date, (y) adversely impact the ability of the Company and/or the Borrowers to enforce their respective rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto, in each case, relating to the funding thereunder or (z) result in the net proceeds of the Debt Financing being made available to the Borrowers or any of their Affiliates, as applicable, in an amount which is not sufficient to satisfy the condition set forth in Section 5.01(e)(iii).
Subsequent Financings In the event that prior to the one year anniversary of the Closing Date, the Company proposes to issue Common Stock or common stock equivalents for cash consideration of $500,000 or greater, in one more transactions, with the primary purpose of raising capital (each, a “Subsequent Financing”), the Subscriber shall have the right to participate in each such Subsequent Financing in an amount necessary to maintain the Subscriber’s pro-rata ownership of the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the terms of the Subsequent Financing at least ten (10) trading days prior to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, on a pro rata basis, to the extent of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice of such Over Subscription Rights (the “Over Subscription Notice”) at least four (4) trading days prior to the closing of a Subsequent Financing. The Participating Subscribers will have the option to exercise such Over Subscription Rights for a period commencing on the date the Over Subscription Notice is received by the Subscriber and ending on the date that is two (2) trading days prior to the closing of a Subsequent Financing. Notwithstanding the foregoing, in the event the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. “Excluded Issuances” shall mean (i) equity securities (including options and other convertible securities) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the exercise of options or shares of Common Stock issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving the Company.
Seller Financing Seller agrees to provide financing to the Buyer under the following terms and conditions:
Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.
Pre-financing Pre-financing is intended to provide the beneficiary with a float. Where required by the provisions of Article I.4 on pre-financing, the beneficiary shall furnish a financial guarantee from a bank or an approved financial institution established in one of the Member States of the European Union. The guarantor shall stand as first call guarantor and shall not require the Commission to have recourse against the principal debtor (the beneficiary). The financial guarantee shall remain in force until final payments by the Commission match the proportion of the total grant accounted for by pre-financing. The Commission undertakes to release the guarantee within 30 days following that date.
Purchaser Financing Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.
Equity Financing If there is an Equity Financing before the expiration or termination of this instrument, the Company will automatically issue to the Investor a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. In connection with the issuance of Safe Preferred Stock by the Company to the Investor pursuant to this Section 1(a):
Bank Financing The Buyer’s ability to purchase the Property is contingent upon the Buyer’s ability to obtain financing under the following conditions: (check one) ☐ - Conventional Loan ☐ - FHA Loan (Attach Required Addendums) ☐ - VA Loan (Attach Required Addendums) ☐ - Other:
Treatment of Indebtedness Failure of Licensee to satisfy the financial obligations of this License Agreement may result in one or more of the following:
