Equity Commitment Agreement Clause Samples

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.

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.

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.

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.

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:

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.”

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.