Equity Commitment Agreement Sample Clauses

Equity Commitment Agreement. The Equity Commitment Agreement will be finalized and executed on or before August 27, and Tronox will file a motion on the same day to obtain Bankruptcy Court approval, on an expedited basis, of the terms and conditions set forth in the Equity Commitment Agreement, including but not limited to payment of the Backstop Consideration, and will use reasonable best efforts to ensure that such motion is heard by the Bankruptcy Court no later than September 16, 2010.
Sample 1Sample 2
AutoNDA by SimpleDocs
Equity Commitment Agreement. The Company and the Investors acknowledge and agree that the Equity Commitment Agreement, dated as of April 17, 2013, by and among each of the Investors, was terminated as of the date of the Original Agreement and is of no further force or effect.
Sample 1Sample 2
Equity Commitment Agreement. Concurrently with the execution of the merger agreement on June 1, 2019, the Investor executed and delivered to Parent an equity commitment agreement (the “equity commitment agreement”) pursuant to which the Investor committed to make an equity contribution to Parent of up to $2.31 billion (the “equity commitment”) at or prior to the date of the merger. The proceeds of the equity commitment will be used by Parent solely to satisfy its and Merger Sub’s obligations under the merger agreement, including their obligations: • if the merger is completed, to fund a portion of the merger consideration to our shareholders; and • if the merger agreement is terminated, to pay Parent’s $170 million termination fee and certain other reimbursement and indemnification obligations payable by Parent or Merger Sub at or after the termination of the merger agreement. The Investor’s obligation to fund the equity commitment is conditioned only upon: • with respect to the obligation to fund a portion of the merger consideration, the satisfaction or effective waiver of all of the closing conditions contained in the merger agreement, other than any such conditions to be satisfied at the closing; and • with respect to the obligation to pay the termination fee and any other reimbursement and indemnification obligations payable by Parent or Merger Sub at or after the termination of the merger agreement, such funds being due under the terms of the merger agreement. The maximum aggregate liability of the Investor under the equity commitment agreement will not exceed:
Sample 1
Equity Commitment Agreement. Concurrently with the execution of this Agreement, the Sponsor has executed the Equity Commitment Agreement. The Equity Commitment Agreement is in full force and effect, is a valid, binding and enforceable obligation of the Sponsor and no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Sponsor under the Equity Commitment Agreement. The Equity Commitment Agreement is not subject to any conditions or other contractual contingencies other than as set forth therein.
Sample 1
Equity Commitment Agreement. This EQUITY COMMITMENT AGREEMENT (including exhibits and schedules attached hereto and incorporated herein, this “Agreement”), dated as of April 6, 2020 (the “Agreement Effective Date”) is made by and among Quorum Health Corporation, a Delaware corporation (“Quorum”), on behalf of itself and each other Debtor, on one hand, and severally and not jointly, each Equity Commitment Party, or investment advisor or manager thereof, set forth on Schedule 1 hereto (together with their respective successors and permitted assigns and any subsequent Equity Commitment Party that becomes party to this Agreement in accordance with the terms hereof, collectively, the “Equity Commitment Parties” and each, an “Equity Commitment Party”). Quorum and each Equity Commitment Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not immediately defined in the preamble and recitals to this Agreement have the meaning ascribed to such terms in Article 1 of this Agreement.
Sample 1
Equity Commitment Agreement. THIS EQUITY COMMITMENT AGREEMENT (together with all exhibits and schedules hereto, as each may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of May 14, 2019, is made by and among Infrastructure and Energy Alternatives, Inc., a Delaware corporation (the “Company”), each Commitment Party (defined below) and, (solely for purposes of Section 5.7, 5.8, 6.3 and 9.14), Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership. The Company and each Commitment Party is referred to herein individually as a “Party”, and, collectively as the “Parties.”
Sample 1
Equity Commitment Agreement. (i) Bzinfin (or its Affiliate) shall fail to fund its commitments under the Equity Commitment Agreement in breach of any of its obligations pursuant to the Equity Commitment Agreement or (ii) the Equity Commitment Agreement is terminated, or (iii) the breach by Borrower of its obligations described in Sections 3, 4 and 5 of the Equity Commitment Agreement as in effect as of the date hereof (it being understood and agreed that failure by Borrower to comply with the Consolidated EBITDA Milestones or Working Capital Turnover Ratio Milestones shall not constitute a breach for purposes of this Section 8.1(m)), or the loss by Borrower and its Subsidiaries of any material customer that results in an event of default under Section 7(e) of the Equity Commitment Agreement as in effect as of the date hereof and, in either case pursuant to this clause (iii), Bzinfin (or its Affiliate) elects not to fund its commitments under the Equity Commitment Agreement, for a period of more than 30 days thereafter; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest and premium on the Term Loans, and (II) all other Secured Obligations; (B) Requisite Lenders may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents (including, without limitation, to foreclose on all or any portion of the Collateral, take possession of all cash and collect all accounts receivable, and apply the proceeds thereof to satisfy the Secured Obligations and otherwise exercise remedies against the Collateral permitted by applicable law); provided that the Lenders have provided to Collateral Agent such additional indemnity against expenses and liabilities as Collateral Agent may reasonably request pursuant to Section 9.6.
Sample 1
AutoNDA by SimpleDocs
Equity Commitment Agreement. Subject to approval of the Equity Commitment Agreement by the Bankruptcy Court, unless the Equity Commitment Agreement has been previously terminated, the Debtors shall pay to the Rights Offering Sponsors a transaction fee of $69,750,000 on the Effective Date, payable in accordance with the terms of the Equity Commitment Agreement. The Rights Offering Sponsors shall receive reimbursement of the Rights Offering Fees and Expenses, as further set forth in the Equity Commitment Agreement. In certain circumstances the Rights Offering Sponsors shall be entitled to a termination fee in accordance with the Equity Commitment Agreement.
Sample 1

Related to Equity Commitment Agreement

  • Equity Commitment (a) This letter agreement confirms the commitment of the Sponsor, at or immediately prior to the Effective Time, on the terms and subject to the conditions set forth herein, to purchase, or to cause the purchase of, equity interests of Holdco and to pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $300,000,000 (such amount, subject to adjustment as set forth in Section 1(b), the “Equity Commitment”), which (i) Holdco hereby agrees to contribute to Parent, and (ii) will be used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration and such other amounts required to be paid by Parent pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.

  • Financing Commitment For the period commencing on the date hereof and ending on the fifth anniversary hereof, Atlas America and Resource Energy agree to provide to the MLP funding of up to an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000) per annum to finance the cost of expanding the Gathering System or constructing new additions to the Gathering System. Atlas America and Resource Energy, jointly and severally, commit to provide such funding, upon the MLP's written request therefor, by purchasing Common Units at a price equal to the arithmetic average of the closing prices of the Common Units on the American Stock Exchange, or, if the American Stock Exchange is not the principal trading market for such security, on the principal trading market for such security, for the twenty consecutive trading days ending on the trading day prior to the purchase, or, if the fair market value of the Common Units cannot be calculated for such period on any of the foregoing bases, the average fair market value during such period as reasonably determined in good faith by the members of the managing board of the General Partner.

  • Financing Commitments An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.

  • Commitment Letter Provide all items and pay all amounts required by the Commitment Letter. If any term of the Commitment Letter shall conflict with the terms of this Agreement, this Agreement shall govern and control. As to any matter contained in the Commitment Letter, and as to which no mention is made in this Agreement or the other Loan Documents, the Commitment Letter shall continue to be in effect and shall survive the execution of this Agreement and all other Loan Documents.

  • Credit Agreement Amendments The Credit Agreement is hereby amended as follows:

  • Issuance, Amendment and Renewal of Letters of Credit (a) Each Letter of Credit shall be issued upon the irrevocable written request of the Company received by the Issuing Bank (with a copy sent by the Company to the Agent) at least three days (or such shorter time as the Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed date of issuance. Each such request for issuance of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, in the form of an L/C Application, and shall specify in form and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) such other matters as the Issuing Bank may require.

  • Loan Commitments Subject to the terms and conditions hereof,

  • Term Loan Commitment As to each Term Loan Lender, the amount equal to such Term Loan Lender’s Term Loan Commitment Percentage of the aggregate principal amount of the Term Loans from time to time outstanding to the Borrower.

  • Revolving Commitments If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

  • Loan Commitment Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Company herein set forth, the Lender hereby agrees to lend to the Company on the Closing Date and thereafter up to $16,000,000 in the aggregate (the "Loan") consisting of $8,000,000 of 7-year Tranche advances and $8,000,000 of 10-year Tranche advances. The Lender's commitment to make the Loan to the Company pursuant to this Section 2.1 is herein called the "Loan Commitment."

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