Sources and Amount of Funds Sample Clauses

Sources and Amount of Funds. The amount required to purchase the Shares validly tendered pursuant to the Offer, consummate the Merger, and pay the costs and expenses related to the Offer and the Merger is estimated to be approximately $157.2 million. Funds required in connection with the Offer and the Merger will be obtained from (i) not less than $8.7 million in cash on hand of the Parent, (ii) the proceeds of a term loan (the "Term Loan") of $70 million to be provided by DLJ Capital Funding, Inc. ("DLJ Capital Funding") and (iii) the net proceeds of Parent's ten year senior subordinated notes (the "Parent Notes") in the aggregate principal amount of $100 million, to be privately placed with certain institutional investors. Such funds will also be used for the repayment in full of all amounts owing under Xxxxxx's current revolving credit arrangement with an unrelated banking institution and repayment in full of certain existing indebtedness of the Company. In addition to the Term Loan to be provided by it, DLJ Capital Funding will also provide Parent with a revolving credit facility (the "Revolving Credit Facility") of up to $50 million to be used by Parent, for working capital and general corporate purposes. Funds to be provided under the Revolving Credit Facility may not be used by Parent in connection with the Offer or the Merger, other than in payment of expenses. DLJ Capital Funding will syndicate the Term Loan and the Revolving Facility (together, the "Credit Facility") among various lenders pursuant to customary industry practices. If the contemplated private placement of the Parent Notes has not been completed at the time the Offer is completed, then DLJ Bridge Finance, Inc., an affiliate of DLJ, will purchase from Parent up to $100 million in senior subordinated increasing rate notes (the "Bridge Notes") the proceeds of which will be used to complete the Offer and the Merger pending completion of such private placement of the Parent Notes. Parent has entered into a commitment letter (the "Commitment Letter") with DLJ Capital Funding and DLJ Bridge Finance to provide the Term Loan and the Revolving Credit Facility and, if necessary, to purchase the Bridge Notes, all upon the terms and subject to the conditions set forth therein. Pursuant to the Commitment Letter, the Term Loan will have a term of six years with quarterly amortization resulting in aggregate annual principal payments as follows: (i) $7.0 million during the second year thereof, (ii) $10.5 million during the thir...
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Sources and Amount of Funds. 27 14. Certain Conditions of the Offer.................................. 28 15.
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Sources and Amount of Funds. The Offer is not conditioned upon any financing arrangements. The total amount of funds required by Purchaser to consummate the Offer and the Merger, including the fees and expenses of the Offer and the Merger, is estimated to be approximately $48 million. Purchaser will obtain all such funds from Parent in the form of capital contributions and/or loans. Parent will provide such funds through available cash on hand.
Sample 1
Sources and Amount of Funds. 12 10. Background of the Offer; Contacts with the Company ............................. 14 11. The Offer and Merger; Merger Agreement and Related Agreements .................. 16 12. Purpose of the Offer and Merger, Plans for the Company ......................... 27 13. Effect of the Offer on the Market for the Shares; Exchange Act Registration; Margin Regulations ............................................................. 28 14. Extension of Tender Period; Amendment; Termination ............................. 29 15. Conditions to the Offer ........................................................ 30 16.
Sample 1
Sources and Amount of Funds. The total amount of funds required by Purchaser to consummate the Offer and the Merger, including the fees and expenses incurred in connection with the Offer and the Merger and the refinancing of certain debt of the Company, is estimated to be approximately $257 million. Purchaser will obtain all such funds from Maxxim and/or Parent in the form of capital contributions and/or loans. Xxxxxx has entered into a commitment letter (the "Commitment Letter") with NationsBank, N.A. ("NationsBank") and NationsBanc Xxxxxxxxxx Securities, Inc. ("NMSI") pursuant to which NationsBank and NMSI will provide Maxxim or any of its subsidiaries (the "Borrower") financing in an aggregate amount up to $325 million (the "Facilities"). NationsBank has committed to provide the Facilities upon the terms and subject to the conditions set forth in the Commitment Letter, and NMSI has committed to form a syndicate of financial institutions reasonably acceptable to Maxxim (the "Lenders"), upon the terms and subject to the conditions set forth in the Commitment Letter. Pursuant to the Commitment Letter, the Facilities are expected to consist of: (i) a $200 million term loan facility (the "Term Loan Facility") which may be advanced in up to two tranches and (ii) a $125 million revolving credit facility (the "Revolving Credit Facility"). The following is a summary of the principal terms of the Facilities based upon the Commitment Letter. This summary is qualified in its entirety by reference to the Commitment Letter, a copy of which has been filed as an exhibit to the Schedule 14D-1 filed with the Commission in connection with the Offer. The Commitment Letter provides that the commitments of NationsBank and NMSI will terminate unless the Facilities are closed on or prior to February 1, 1999. The Facilities will mature six years from the closing thereof and the Term Loan Facility will be subject to quarterly amortization over such period. In addition, the Facilities will be subject to certain mandatory prepayments and commitment reductions tied to the sale of assets, the issuance of permitted debt and the issuance of equity. The amounts borrowed pursuant to the Revolving Credit Facility and the Term Loan Facility will bear interest at a rate equal to, at Borrower's option, (i) LIBOR plus the Applicable Margin or (ii) the Base Rate (to be defined as the higher of (a) the NationsBank prime rate and (b) the federal funds rate plus 0.50%) plus the Applicable Margin. The "Applicable Margin" wil...
Sample 1

Related to Sources and Amount of Funds

  • Source and Amount of Funds ... 16 11. Background of the Offer; Past Contacts, Transactions or Negotiations with the Company ........................................ 16 12. Purpose of the Offer and the Merger; Plans for the Company ........... 17 13. The Merger Agreement, the Option Agreement and the Guarantee ......... 18 14. Certain Conditions to the Offeror's Obligations ...................... 29 15.

  • Types and Amounts No Issuing Bank shall have any obligation to and no Issuing Bank shall:

  • Availability of Funds Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

  • Designation and Amount The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be 1,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

  • Disbursement of Funds No later than 1:00 p.m. (local time at the place of funding) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share of Loans, to fund the Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment). Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

  • Payment of Funds No federal appropriated funds have been paid or will be paid by or on behalf of the parties to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

  • Adjustments to Required Subordinated Percentages and Amount (a) On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2018-2) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

  • Designation of Additional Amounts to Be Included in the Excess Spread Amount for the DiscoverSeries Notes At any time that any outstanding Series of certificates issued by the Master Trust provides that the Series Principal Collections allocated to such Series will be deposited into the Group Finance Charge Collections Reallocation Account for the Master Trust to the extent necessary for application to cover shortfalls for other Series issued by the Master Trust, an amount equal to (x) all Series Principal Collections allocated to such Series, multiplied by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of the DiscoverSeries Notes (including these notes) and the denominator of which is (i) the Aggregate Investor Interest for the Master Trust minus (ii) the sum of the Series Investor Interests for all such Series that provide that the Series Principal Collections allocated to such Series will be so deposited, is hereby designated to be included in the Excess Spread Amount and shall be treated as Series Finance Charge Amounts for the DiscoverSeries.

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