Equity Commitment Letters. (i) each Equity Commitment Letter shall cease to be in full force and effect (except as a result of a termination in accordance with its terms upon Final Completion or repayment in full of the Obligations), or Opal Fuels or GFL, as applicable, shall assert, or institute any proceedings seeking to establish, that any provision of such Equity Commitment Letter is invalid, not binding or unenforceable; (ii) upon the occurrence and during the continuation of a “Cost Overrun” (as defined in each Equity Commitment Letter), Opal Fuels or GFL, as applicable, shall fail to make a “Contingent Incremental Equity Commitment Demand” (as defined in each Equity Commitment Letter) and such failure continues for five (5) Business Days; (iii) Opal Fuels or GFL, as applicable, shall default in the payment when due of any amount payable by it under such Equity Commitment Letter, and such default shall continue unremedied for a period of ten (10) Business Days; or (iv) any Pledgor shall default in the due observance of performance of any term, covenant or agreement contained in Section 6(k) of the Non-Recourse Pledge Agreement on its part to be observed or performed.
Equity Commitment Letters. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub (without the prior written consent of the Company) shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Commitment Letters if such amendment, modification or waiver would reasonably be expected to (i) impose new or additional conditions or other terms; or (ii) otherwise expand, amend or modify any of the conditions to the receipt of the equity financing pursuant to the Equity Commitment Letters or any other terms to the Equity Commitments in a manner that, in each case, would reasonably be expected to (A) delay in any material respect or prevent the anticipated Closing Date; or (B) make the timely funding of the Equity Commitments, or the satisfaction of the Financing Conditions, less likely to occur; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Equity Commitment Letters. Any reference in this Agreement to “Equity Commitment Letter” shall include such documents as amended or modified in compliance with this Section 7.14. The Company hereby acknowledges and agrees that the amendments to the Equity Commitment Letters entered into on the date of this Amended and Restated Agreement are in compliance with the terms of this Agreement, including this Section 7.14.
Equity Commitment Letters. (a) To the extent the aggregate amount of equity financing required to consummate the transactions contemplated by the Purchase Agreement is less than the aggregate amount contemplated by all of the Equity Commitment Letters, each of the Investors agrees that, if requested by the Lead Investors, the amount of such Investor’s commitment under its Equity Commitment Letter and Limited Guaranty (as applicable, the “Investor Commitment”) shall be reduced on a pro rata basis, in which event each Investor shall deliver an amended Equity Commitment Letter and Limited Guaranty (in replacement of its existing Equity Commitment Letter and Limited Guaranty) to reflect such reductions, provided that any such reductions shall be made in accordance with the Purchase Agreement. Additionally, the Lead Investors shall have the right to reduce and/or replace the Investor Commitment of an individual Investor if reasonably necessary to facilitate the receipt of any Governmental Approvals required to consummate the transactions contemplated by the Purchase Agreement. For the avoidance of doubt, the Investment Commitment for an Investor may not be adjusted upwards without the prior written consent of such Investor. The percentage of the Investor Commitment of each Investor Commitment in relation to the Investor Commitments of all Investors shall be referred to as the “Allocation Percentage”. If additional funds are necessary to complete the Transaction, each Investor shall have the right, but not the obligation, to invest additional funds to maintain its then-existing Allocation Percentage, provided that any unsubscribed portion of such rights may be allocated to another Investor, and, to the extent the Investors fail to commit to all such needed additional funds, the Lead Investors shall have the right to admit one or more additional Investors to commit to such shortfall.
Equity Commitment Letters. Section 6.4............................................31
Equity Commitment Letters. Except as set forth in Section 4.7, all actions and decisions to be taken by the Company relating to any Equity Commitment Letter (other than amendment of any Equity Commitment Letter), including with respect to any waivers, extensions, amendments, enforcement actions or negotiations relating to any of the foregoing, shall be made or taken by the Majority Equity (excluding, for this purpose, the Investor Member signatory thereto).
Equity Commitment Letters. The Borrower shall not, and shall not permit any other Obligor to, amend, supplement, waive, terminate (except as a result of a termination in accordance with its terms upon Final Completion or repayment in full of the Obligations) or otherwise modify, without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, any Equity Commitment Letter.
Equity Commitment Letters. Parent has delivered to the Company true, correct and complete copies of fully executed equity commitment letters of even date herewith (together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced or extended from time to time after the Agreement Date, the “Equity Commitment Letters”) from each Guarantor pursuant to which such Guarantor has agreed to make an equity investment in Parent, subject to the terms and conditions therein, in cash in the aggregate amount set forth therein (the “Equity Financing”). The Equity Commitment Letters provide that the Company is an express third-party beneficiary of, and is entitled to specifically enforce performance of the Guarantors’ obligations to fund the Equity Financing in accordance with and subject to the terms of, the Equity Commitment Letters and that, subject in all respects to Section 9.8(a), Parent and the Guarantors will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that there is adequate remedy at Law in connection with the exercise of such third-party beneficiary rights.
Equity Commitment Letters. Except with respect to any amendment of any Equity Commitment Letter, or as otherwise as set forth in Section 4.6, all actions and decisions to be taken by the Company relating to any Equity Commitment Letter, including with respect to any waivers, extensions, enforcement actions or negotiations relating to any Equity Commitment Letter or any actions or decisions to be taken in respect thereof, shall be made or taken by the Controlling Members or, with respect to any Equity Commitment Letter of a Controlling Member, a majority of the non-Controlling Members, based on each non-Controlling Member’s Equity Commitment.
Equity Commitment Letters. An Equity Commitment Letter for each Initial Project; and
Equity Commitment Letters. Concurrently with the execution and delivery of this Amendment, Parent has delivered to the Company true and complete copies of amended and restated Equity Commitment Letters, dated as of the date of this Amendment (the “A&R Equity Commitment Letters”).
