Equity Financing Commitment Sample Clauses
The Equity Financing Commitment clause obligates a party, typically an investor or parent company, to provide the necessary funds in the form of equity to complete a transaction or fulfill a financial obligation. In practice, this means that if a subsidiary or acquisition vehicle is required to pay a purchase price or meet certain financial requirements, the committing party must supply the agreed-upon equity capital to ensure those obligations are met. This clause is essential for assuring the counterparty that the required funds will be available, thereby reducing the risk of deal failure due to lack of financing.
POPULAR SAMPLE Copied 2 times
Equity Financing Commitment. (a) The Buyer and the Transitory Subsidiary acknowledge that they shall be fully responsible for obtaining the Equity Financing and each shall use reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment Letter, (ii) complying with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter, (iii) satisfying on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in the Equity Commitment Letter that are within their control (other than the consummation of the Debt Financing, it being understood that the obligations of the Buyer and the Transitory Subsidiary with respect to the consummation of the Debt Financing are set forth in Section 5.4), (iv) consummating the Equity Financing contemplated by the Equity Commitment Letter (subject to the terms and conditions set forth therein) at or prior to the Closing (and in any event prior to the Outside Date), and (v) enforcing the obligations of the Investor and its respective investment Affiliates (and the rights of the Buyer and the Transitory Subsidiary) under the Equity Commitment Letter. In no event shall the Buyer or Transitory Subsidiary be required to seek or obtain equity financing other than the Equity Financing and in no event shall the Investor be required to provide Equity Financing in an amount in excess of the amount set forth in its Equity Commitment Letter.
(b) Neither the Buyer nor the Transitory Subsidiary shall amend, alter or waive, or agree to amend, alter or waive (in any case whether by action or inaction) any term of the Equity Commitment Letter without the prior written consent of the Company, if such amendment, alteration or waiver would (i) reduce the aggregate amount of the Equity Financing below the amount to be provided as set forth in the Equity Commitment Letter unless the Debt Financing is increased by a corresponding amount, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Equity Financing in a manner that would reasonably be expected to (A) prevent, delay or impair the Closing, (B) make the funding of the Equity Financing (or satisfaction of the conditions to obtaining the Equity Financing) less likely to occur, or (C) adversely impact the ability o...
Equity Financing Commitment. The Investor hereby agrees, subject to the terms and conditions set forth herein (including, without limitation, the provisions of Section 2 and Section 9), that at the Closing it will contribute or cause to be contributed to Parent (directly or indirectly) an aggregate amount of cash in immediately available funds equal to the dollar commitment set forth next to its name on Schedule A (the “Equity Financing Commitment”) in exchange, directly or indirectly, for shares of Parent Common Stock at a price per share of $12.00, solely for the purpose of providing Parent with a portion of the funds required to pay the Required Amount upon the Closing pursuant to the Merger Agreement. The Investor may effect the purchase of the shares of Parent Common Stock directly or indirectly through one or more Affiliates or other designated co-investors; provided, that the ability of the Investor to effect the purchase through such Affiliates or other co-investors will not affect any of the Investor’s obligations hereunder; provided, further that Parent shall not be required to seek to enforce its rights against such Affiliates’ or other designated co-investors’ obligations prior to seeking to enforce its rights against the Investor; and provided, further that in the event the Investor assigns a portion of the Equity Financing Commitment to one or more Permitted Assignees in accordance with Section 12, the amount required to be funded by the Investor with respect to the Equity Financing Commitment will be reduced by the amount of the equity investments actually contributed by such assignee to Parent and available to Parent at the Closing. Notwithstanding anything else to the contrary in this Letter Agreement, under no circumstances shall the Investor be obligated to contribute more cash than the Equity Financing Commitment.
Equity Financing Commitment. 5.7 ERISA ........................................................................4.12(a) Exchange Act .............................................................1.1(a) Excluded Shares .........................................................3.1(b) Expiration Date ..........................................................1.1(b)
Equity Financing Commitment. (a) Subject to the terms and conditions set forth herein, the Investor hereby irrevocably commits to purchase equity securities of BidCo for an aggregate amount not to exceed $53,795,920.12 (the “Commitment”), in order that BidCo shall be able to pay, in accordance with the terms of the Offer, the Cash Consideration to MariaDB Shareholders whose MariaDB Shares are tendered in the Offer (the “Required Amount”), in each case, solely for the purpose of consummating the Offer; provided, that the Investor shall not, under any circumstances, be obligated to purchase equity securities of BidCo or otherwise provide any funds to BidCo hereunder in an amount exceeding the Commitment.
(b) Without limiting the foregoing and without limitation or modification of BidCo’s or the Investor’s obligations under this Section 1, the Investor may effect the purchase of the equity interests of BidCo directly or indirectly through one or more entities, parallel funds or alternative investment vehicles affiliated with or managed by the Investor.
(c) Subject only to Section 2 and Section 3 below, the Investor will fund the Required Amount on or before the date on which BidCo must pay the Cash Consideration in connection with the Offer, in cash in immediately available funds, and without any rights of recovery, set-off, recission or counterclaim or similar rights. The proceeds of the Required Amount shall be provided to, and used by, BidCo solely for the purposes set forth in Section 1(a).
Equity Financing Commitment. 31 ERISA....................................................................... 21
Equity Financing Commitment. 5.7 ERISA ........................................................................4.12(a) Exchange Act .............................................................1.1(a) Excluded Shares .........................................................3.1(b) Expiration Date ..........................................................1.1(b)