Rescue Financing Clause Samples

Rescue Financing. ‌ Notwithstanding the definitions of “Capital Amount” and “Force Majeure Capital Amount” in Section 18.1 and the definition of “Senior Debt Financing” in Section 1.1, if the Province expressly and by express reference to this Section 18.12 so agrees, in consideration of the Contractor raising financing in addition to the amount of the Project Financing in order to enable completion of the Project, then the amount of such additional financing up to a maximum of 10% of the initial amount of the Senior Debt Financing shall be known as “Rescue Financing”, and in that event: (a) the Capital Amount and the Force Majeure Capital Amount shall be adjusted so as to include the value of the Rescue Financing; and (b) for the purposes of the Redemption Payment, the Rescue Financing shall be deemed to be part of the Senior Debt Financing.

Rescue Financing. (a) Three (3) Business Days prior to the occurrence of a Material Event of Default, the Majority Holders shall have, by delivery of written notice of exercise to the Board of Directors of Parent and the Company, the right to provide the Company (if determined between the Board of Directors of Parent and the Majority Holders that such financing should be provided directly to the Company) with financing in an amount necessary to cure such Material Event of Default (the “Rescue Financing”) in exchange for the issuance of additional preferred shares (the “Rescue Financing Preferred Stock”) on the same terms as the Series A Preferred Stock, except as otherwise contemplated by the Rescue Financing Charter in substantially the form of Exhibit C attached hereto (the “Rescue Financing Charter”). (b) As set forth in the Rescue Financing Charter, the Company shall have the right to redeem any Rescue Financing Preferred Stock in full at any time at a redemption price equal to the sum of (i) the Stated Value thereof plus accrued and unpaid Dividends thereon (plus, if such Rescue Financing Preferred Stock has been outstanding less than ninety (90) days, additional Dividends that would accrue for the balance of such ninety (90) day period) plus (ii) all of the reasonable out-of-pocket expenses incurred by the Majority Holders in connection with the Rescue Financing, including legal expenses; provided that (A) the Rescue Financing Preferred Stock is redeemed in full and (B) the underlying Material Event of Default has been and remains cured. (c) The Company shall provide notice to the Majority Holders of the occurrence of any Default or Event of Default (each as is defined under the Senior Debt) concurrently with (or promptly following) delivery of any notice required to be provided to the administrative agent or trustee in accordance with the terms of the Senior Debt. (d) The Getty Investor shall have, by delivery of written notice of exercise to the Board of Directors of the Company and the Majority Holders the right to participate pro rata according to the number of shares of Capital Stock of the Company indirectly held by the Getty Investor immediately prior to the exercise by the Majority Holders of the Rescue Financing, in the Rescue Financing, in accordance with the provisions of Section 1.4(a) of this Agreement, including for the avoidance of doubt the concurrent issuance of Rescue Financing Preferred Stock in exchange, and proportionate to, the Getty Investor’s p...