Common use of Interim Financing Clause in Contracts

Interim Financing. Motoguzzi and the Motoguzzi Subsidiaries may enter into negotiations to obtain financing and may enter into such loan agreements and other agreements related thereto, including without limitation issuance of warrants or other equity securities, as Motoguzzi determines, provided that (i) neither Motoguzzi nor the Motoguzzi Subsidiaries shall enter into any such agreements unless North has consented thereto in writing, which consent shall not be unreasonably withheld, provided that such consent shall not be required for the issuance of (and notwithstanding anything to the contrary provided in this Agreement, Motoguzzi may issue) warrants or other equity securities issued in connection therewith if such issuance does not reduce the equity ownership by North's stockholders in the Surviving Corporation (in which event appropriate adjustment shall be made to the amount of Merger Consideration allocated among the holders of outstanding Motoguzzi securities, but the aggregate Merger Consideration shall not be increased), provided further that North's consent shall be required and same may be withheld in North's sole discretion, for the issuance of any warrants or other equity securities which would reduce the equity ownership of North's stockholders in the Surviving Corporation, (ii) such financing shall be repaid by Surviving Corporation contemporaneously with or promptly following the Closing Date, unless otherwise agreed to by North in writing and (iii) such financing shall not be entered into after the Proxy and Registration Statement has been declared effective and mailed to North's Stockholders.