Parent Financing. (a) Parent shall use its reasonable best efforts to, and shall cause its Subsidiaries to use reasonable best efforts to, obtain and consummate the Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (including the “market flex” provisions in any Debt Commitment Letter or Fee Letter) including using its reasonable best efforts to (i) negotiate and enter into the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms of, and within the limits of any such “market flex” provisions and (y) this Section 8.03), (ii) if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis (or obtain a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Debt Commitment Letters that are within its or their control, (iii) cause the lenders party to the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the transactions contemplated by this Agreement, if all of the conditions to the Closing contained in Article 9 are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) to the extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additi...
Parent Financing. The Securities Purchase Agreement shall be in full force and effect and cash proceeds not less than the Concurrent Investment Amount shall have been received by Parent, or will be received by Parent substantially simultaneously with the Closing, in connection with the consummation of the transactions contemplated by the Securities Purchase Agreement.
Parent Financing. (a) Parent and Merger Sub will use their reasonable commercial efforts to obtain the financing required for the consummation of the Merger and to satisfy all conditions to funding, whether pursuant to the Commitment Letter or otherwise. To the extent that any portion of the financing contemplated by the Commitment Letter becomes unavailable or Parent determines to obtain alternative financing for the Merger, Parent and Merger Sub will use their reasonable commercial efforts to arrange for alternative financing for the Merger.
Parent Financing. (a) Parent shall use its reasonable best efforts to take, or cause to be taken, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing, including using reasonable best efforts to (A) comply with and maintain in full force and effect the Financing Commitments, (B) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.
Parent Financing. The Parent shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all thing necessary, proper or advisable to arrange the financing necessary to close the transactions contemplated hereby, including, without limitation, using all commercially reasonable efforts to consummate the financing necessary to consummate the transactions contemplated herein at or prior to the Closing.
Parent Financing. From and after the Acceptance Date, Parent shall lend, or cause to be lent to, the Company (pursuant to a promissory note or notes, each of which shall bear interest at the rate of 3% per annum, shall mature on the first anniversary of the Table of Contents date of execution and delivery of such promissory note and may be prepaid without premium or penalty) cash amounts which the Company may request from time to time be lent to it by Parent for purposes of funding amounts which may become due and payable by the Company in connection with (a) this Agreement and the Transactions (including related fees and expenses), (b) the surrender of the Convertible Notes for conversion by the holders thereof (up to the lesser of $1,000 and the Conversion Value (as such term is defined in the Indenture) for each $1,000 principal amount of Convertible Notes surrendered for conversion) and (c) the settlement upon “Cancellation and Payment” of the Xxxxxxx Warrants pursuant to the Warrant Confirmations (such amounts, the “Parent Financing”). Parent shall promptly deliver to the Company the amount of the Parent Financing requested by the Company by wire transfer of same-day funds to an account previously designated by the Company to the Parent. The Company shall use the proceeds of the Parent Financing solely for the purposes provided in this Section 6.18. The existence of the Parent Financing shall not constitute a breach or violation of any representation, warranty, covenant or agreement of the Company contained herein. If the Company has the right to make an election as to the form of consideration to be paid to the holders of the Convertible Notes or Xxxxxxx Warrants pursuant to the terms of the Indenture or Warrant Confirmations, as applicable, from and after the Acceptance Date, such right shall be exercised by Parent, in its sole and absolute discretion, for and on behalf of the Company, and in connection therewith, the Company shall use its reasonable best efforts to provide Parent with sufficient notice to allow Parent to exercise such right.
Parent Financing. (a) Parent has delivered to the Company a true, complete and correct copy of a fully executed debt commitment letter, dated July 20, 2015 and fully executed fee letters relating thereto (such commitment letter and fee letters, including all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with Section 5.17(d) is referred to herein as the “Parent Financing Commitment”), among Parent, JPMorgan Chase Bank, N.A., Bank of America, N.A. (together with JPMorgan Chase Bank, N.A., the “Parent Lenders”) and X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated pursuant to which, among other things, the Parent Lenders have agreed, subject to the terms and conditions of the Parent Financing Commitment, to provide or cause to be provided, on a several and not joint basis, the financing commitments described therein. The debt financing contemplated under the Parent Financing Commitment is referred to herein as the “Parent Debt Financing.”
Parent Financing. (a) Parent has delivered to Company a true, complete and correct copy of a fully executed debt commitment letter, and fully executed fee letter referenced in such commitment letter (provided, that the fee amounts, market flex provisions, securities demand provisions and other economic terms may be redacted) (such commitment letter, including all exhibits, schedules, annexes and joinders thereto, as the same may be amended, modified, supplemented, extended or replaced from time to time in compliance with Section 5.21(b) is referred to herein as the “Initial Debt Commitment Letter”), among Merger Sub and the Parent Debt Financing Sources party thereto, pursuant to which, among other things, the Parent Debt Financing Sources have agreed, subject to the terms and conditions of the Initial Debt Commitment Letter, to provide or cause to be provided, on a several and not joint basis, the financing commitments described therein.
Parent Financing. (a) Parent shall, and shall cause its Affiliates to, use its reasonable best efforts to obtain the Financing on the terms, and subject only to the conditions described in, the Financing Commitments (including any market flex provisions), including using its reasonable best efforts to (i) promptly negotiate and execute definitive agreements on the terms and subject only to the conditions contained in the Financing Commitments (including any market flex provisions) so that such agreements are in effect on the Closing Date, (ii) promptly satisfy (or obtain a waiver to) or cause the satisfaction (or waiver) of all conditions in the Financing Commitments and the definitive agreements for the Financing, (iii) as promptly as practicable, provide the Lenders with such information as is required under the Financing Commitments to commence the Marketing Period (as such term is defined in the Financing Commitments), (iv) consummate the Financing on the terms and subject only to the conditions (including accepting to the fullest extent any amendments or modifications to the Financing pursuant to any market flex provisions) contained in the Financing Commitments (including, subject to the satisfaction of the conditions set forth in Section 5.1 and Section 5.2 and in the Financing Commitments, by causing the Lenders to provide such Financing) on or prior to the date on which the Closing is required to occur pursuant to Section 1.3, (v) in the event that the conditions set forth in Section 5.1 and Section 5.2 and in the Financing Commitments have been satisfied or, upon funding would be satisfied, enforce its rights under the Financing Commitments (including by initiating and prosecuting Proceedings in good faith against the Lenders) in the event of any breach thereof, (vi) comply with and maintain in effect the Financing Commitments and (vii) in the event that the conditions set forth in Section 5.1, Section 5.2 and in the Financing Commitments have been satisfied or, upon funding would be satisfied, cause the Lenders to fund the full amount of the Financing at or prior to the Closing (or if lesser, the Required Amount).
Parent Financing. Funding in the amount of $87.48 million shall be available to Parent pursuant to the Commitment Letters.
