Equity Transaction Sample Clauses
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Equity Transaction. The consideration payable by the Buyer in the Equity Transaction is (i) a base cash purchase price of $60.5 million, as well as the issuance by the Buyer of a subordinated promissory note to PPSI in the aggregate principal amount of $5.0 million (the “First Seller Note”) and a subordinated promissory note to PPSI in the aggregate principal amount of $2.5 million (the “Second Seller Note,” and together with the First Seller Note, the “Seller Notes”), in each case subject to adjustment pursuant to the terms of the Stock Purchase Agreement. Pursuant to the terms of the Stock Purchase Agreement, the Seller Notes will bear interest at an annualized rate of 4.0%, to be paid-in-kind annually, and will have a maturity date of December 31, 2022. In addition, pursuant to the terms of the Stock Purchase Agreement, the Buyer will have the right to set-off amounts owed to Pioneer Power under the First Seller Note on a dollar-for-dollar basis by the amount of any indemnifiable losses Buyer suffers as a result of certain actions or omissions by Pioneer Power or the Disposed Companies.
Equity Transaction. Borrowers shall have closed, or be prepared to simultaneously close with the closing of the Loans, the Equity Transaction on terms and conditions satisfactory to Agent and each Lender.
Equity Transaction. Upon receipt by the Parent of the proceeds from any Equity Transaction at a time when Term Loans are outstanding, the Parent shall prepay the Term Loans in an aggregate amount equal to Fifty Percent (50%) of the Net Cash Proceeds of such Equity Transaction (to be applied as set forth in Section 3.3(c) below).
Equity Transaction. The Administrative Agent shall have received evidence that the Equity Transaction has been consummated.
Equity Transaction. Following consummation of the Management Contract Assignment Transaction, Owners shall sell to Purchaser, and Purchaser shall acquire from Owners, all of the issued and outstanding shares of stock of Mayflower, free and clear of all Liens and otherwise pursuant to the terms and conditions of that certain Equity Purchaser Agreement attached hereto as Exhibit B (the "Equity Purchase Transaction"). Following consummation of the Equity Purchase Transaction, Purchaser shall cause the termination of the Management Contract.
Equity Transaction. The Borrower shall fail to complete an equity transaction (which may consist of the issuance and sale of additional equity securities or the conversion of outstanding indebtedness) resulting in additional cash equity to the Borrower in the amount of at least $100,000,000, all on such terms and conditions as shall be reasonably satisfactory to the Bank, by not later than June 30, 2000.
Equity Transaction. You agree engage MLV to assist the Company with an equity financing (“Equity Transaction”); provided, that MLV’s acceptance of such engagement shall be subject to the final determination of the type of equity financing.
Equity Transaction. The Agents shall have received evidence satisfactory to them that Borrower has received, on or immediately prior to the Effective Date, not less than $5,000,000 in cash proceeds from the sales of shares of Borrower's common stock and/or Series B Preferred Stock.
Equity Transaction. The transactions contemplated by the U.S. Purchase Agreement, dated of even date herewith, among the Representatives and the Issuer and the L.L.C. shall have occurred contemporaneously with the transactions contemplated herein.
Equity Transaction. (i) Upon the occurrence of Established Business Success and the relevant terms of this Agreement, LifeLight shall transfer, convey, assign and deliver to AppTech and AppTech shall receive from LifeLight a 70% interest of all of LifeLight’s rights, title and interest in assets, properties and rights free and clear of all liens. This includes, but is not limited to, all of LifeLight’s rights to (i) real property and improvements, whether owned or leased by LifeLight, (ii) all furniture, fixtures and equipment, (iii) intellectual property and (iv) all agreements, contracts, instruments, files and other relevant documents. Initials: _______ Initials: ________
(ii) Upon the occurrence of Established Business Success, LifeLight shall be responsible for all then current liabilities, off-balance sheet liabilities, legal liabilities, taxes, debt instruments and any commitments that are debt-like in nature, including maintenance and change of control provisions, generated in the normal course of business. Unless otherwise agreed upon at closing, all outstanding expenses such as donations, bonuses, taxes and otherwise, shall be the responsibility of LifeLight, which shall be settled prior to close.
(iii) From and after the date of this Agreement, LifeLight shall permit the AppTech’s agents and representatives full access, during normal business hours and upon reasonable notice, to all assets, properties, books, records, agreements and commitments of the LifeLight, and the LifeLight shall furnish representatives of AppTech during such period with all such information concerning the affairs AppTech may reasonably request. AppTech will conduct its inspection in a manner that will not unreasonably disrupt LifeLight’s operations. AppTech will hold in strict confidence all documents and information concerning LifeLight so furnished that is not in the public domain and will not publicly disclose such documents or information except to its attorneys, accountants, or other advisers and representatives, to regulatory and self-regulatory authorities, or as required by law or pursuant to legal process.
(iv) Should Lifelight sell the entire entity, or a portion thereof, prior to Established Business Success, AppTech shall be entitled to receive thirty percent (30%) of the gross proceeds from such sale.
(v) Upon closing after Established Business Success, AppTech shall have to the authority to make personnel decisions within its discretion so long as AppTech’s management believes ...