Equity Commitments Sample Clauses

Equity Commitments. (a) Parent shall be entitled to enforce, and shall enforce, the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only (i) acting at the direction of the Founders, and with Key Investor Consent (as defined below), if the Founders jointly have, acting reasonably and in good faith, determined that (x) all conditions to effect the Closing set forth in Sections 6.01 and 6.02 of the Merger Agreement (the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such Equity Commitment Letter. For the avoidance of doubt, the Investors shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required to be funded by one or more Investors under their respective Equity Commitment Letter upon written notice to such Investors prior to Closing.
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Equity Commitments. (a) The Borrower shall procure that each member of the Thermo Group complies with its obligations in respect of the provision of the Equity Commitments under and in accordance with the provisions of the First Global Deed of Amendment and Restatement, the First Thermo Group Undertaking Letter, the Second Global Amendment and Restatement Agreement, the Second Thermo Group Undertaking Letter, the Third Global Amendment and Restatement Agreement, the Third Thermo Group Undertaking Letter, as applicable.
Equity Commitments. (a) Any member of the Thermo Group (or any relevant third party) fails to make available to the Borrower the Equity Commitments when required at the times and in the manner contemplated by the Global Deed of Amendment and Restatement or the Thermo Group Undertaking Letter (as the case may be).
Equity Commitments. (a) Pursuant to the Significant Stockholder ECL, Significant Stockholder has committed (the “Commitment”), subject to the terms and conditions set forth therein, that, at or prior to the Closing, to purchase, or cause the purchase of, directly or indirectly through one or more intermediate entities, limited partnership interests of Parent (“LP Interests”) with an aggregate purchase price of $159,000,000, at a price per LP Interest equal to the price per LP Interest paid by Sponsor at the Closing. Based on the share count information as of February 7, 2014 and the assumptions regarding capitalization set forth in the term sheet attached to the Support Agreement, if the Merger is consummated and Significant Stockholder’s Commitment is funded in full, Sponsor and Significant Stockholder are expected to hold approximately 47.6% and 48.1% of the LP Interests, respectively, at the Effective Time.
Equity Commitments. There are no outstanding or authorized Equity Commitments of the Company and the Company has no obligation, whether currently or contingent upon the occurrence of any event or passage of time, to issue any Equity Commitments with respect to the Membership Units or other Equity of the Company. There are no Equity Commitments with respect to the Membership Units or other Equity of the Company that will arise in connection with or as a result of the Transaction. There are no agreements with respect to the voting or transfer of the Membership Units or other Equity of the Company, nor is the Company party to any agreement containing any right of first refusal, right of first offer or right of co-sale relating to the Membership Units or other Equity of the Company. The Company is not obligated to redeem or otherwise acquire any of the Membership Units or other Equity of the Company.
Equity Commitments. 2.5.1 Each Investor hereby affirms and agrees that Parent, acting at the direction of the Requisite Investors, shall be entitled to enforce the provisions of the Equity Commitment Letter attached hereto as EXHIBIT B. Parent shall not attempt to enforce the Equity Commitment Letter until Hidary has determined that xxx Xxosing Conditions have been satisfied or validly waived as permitted hereunder. Parent shall have no right to enforce the Equity Commitment Letter unless acting at the direction of Hidary and no other Investox xxxxl have any right to enforce the Equity Commitment Letter.
Equity Commitments. Buyer has delivered to Seller true and complete copies of the equity commitment letters, dated as of the date hereof, between Buyer and each of the funds managed by Advent International Corporation named therein (collectively, the “Equity Commitments”), pursuant to which the equity investor parties thereto have committed, subject to the terms and conditions set forth therein, to invest the respective amounts set forth therein, and of which Seller is a third party beneficiary and entitled to specific performance of the terms thereof (collectively, the “Commitment”). None of the Equity Commitments has been amended or modified, no such amendment or modification is contemplated, and the respective commitments contained in the Equity Commitments have not been withdrawn or rescinded in any respect. The Equity Commitments are in full force and effect and are the valid, binding and enforceable obligations of Buyer and the other parties thereto. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Commitment, other than as set forth in or contemplated by the Equity Commitments. Subject to the terms and conditions of the Equity Commitments, and subject to the terms and conditions of this Agreement, the aggregate proceeds contemplated by the Equity Commitments will be sufficient to pay the amounts payable by Buyer pursuant to this Agreement.
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Equity Commitments. Buyer shall not amend or modify the Equity Commitments in any way without the prior written approval of Seller.
Equity Commitments. 2.5.1 Each of the Investors hereby affirms and agrees that it is bound by its Commitment or Rollover Commitment, as applicable, and the provisions set forth in each of its Equity Commitment Letters or Rollover Agreement, as applicable, and that Parent shall be entitled to enforce the provisions of each Equity Commitment Letter or Rollover Agreement, as applicable, upon the direction of (a) the Majority Holder (provided that the Majority Holder has delivered a written notice to each other Investor stating that the Majority Holder will fund its or their Commitment immediately prior to the consummation of the Merger and concurrently with the funding of the Commitments of the other Initial and Joining Investors and the transfer and contribution of the Rollover Commitment by the Rollover Investor) or (b) the Company if the Company is permitted to enforce, or to cause Parent to enforce, the provisions of the Equity Commitment Letters and Rollover Agreement, as applicable, under the specific circumstances and as specifically set forth therein and in Section 8.5 of the Merger Agreement and does in fact so enforce, or cause Parent to enforce, such provisions. To the extent Parent enforces any Equity Commitment Letter or Rollover Agreement, as applicable, at the direction of the Majority Holder, Parent shall not attempt to enforce any Closing Equity Commitment Letter or Rollover Agreement, as applicable, until the Closing Conditions have been satisfied or validly waived as permitted hereunder. The Equity Commitment Letters shall only be funded by each Initial and Joining Investor ratably and substantially contemporaneously with each of the other Initial and Joining Investors and with the Rollover Commitment under the Rollover Agreement, the Rollover Shares shall only be transferred and contributed to Parent substantially contemporaneously with the Initial and Joining Investors funding under their Commitments, and Parent shall only enforce the Equity Commitment Letters and Rollover Agreement ratably among the Investors. Parent shall not have any right to enforce an Equity Commitment Letter or Rollover Agreement, as applicable, unless acting at the direction of the Majority Holder or the Company as set forth above, and no Investor shall have any right to enforce any of the Equity Commitment Letters or the Rollover Agreement other than (x) an Investor shall have the right to enforce any Equity Commitment Letter or Rollover Agreement to which it is a party and (y) as se...
Equity Commitments. 2.6.1. Each Investor hereby affirms and agrees that Parent, acting at the direction of the Requisite Investors, shall be entitled to enforce the provisions of each Equity Commitment Letter. Parent shall not attempt to enforce any Equity Commitment Letter until the Requisite Investors have determined that the Closing Conditions have been satisfied or validly waived as permitted hereunder. Parent shall have no right to enforce any of the Equity Commitment Letters unless acting at the direction of the Requisite Investors, and no Investor shall have any right to enforce any of the Equity Commitment Letters except as one of the Requisite Investors acting through Parent.
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