Subordinated Debt Financing Sample Clauses

Subordinated Debt Financing. The Lender shall have loaned (or --------------------------- will loan concurrently with the funding of the subsequent purchase) to the Company pursuant to the Subordinated Loan Agreement an amount equal to the purchase price for the Future Convertible Preferred Stock being purchased by the Purchaser.
Sample 1
AutoNDA by SimpleDocs
Subordinated Debt Financing. The Company shall have obtained subordinated financing in an amount of at least $12,500,000 in connection with the Acquisition on terms reasonably satisfactory to the Purchaser and such amount shall be funded simultaneously with the Closing.
Sample 1
Subordinated Debt Financing. For any debt investment placed for the Company (including mezzanine funding, notes, term loans, promissory notes, debentures, etc.), with the exception of any extension, expansion or revision of the Company's existing credit facilities, Huntxx Xxxx xxxll receive upon Closing: (i) a success fee, payable in cash, equal to three and on half percent (3.5%) of the gross proceeds received by the Company at each such Closing; plus (ii) warrants in the entity financed, with a cashless exercise provision, equal to three and one-half percent (3.5%) of the gross proceeds received by the Company at each such Closing; exercisable at a strike price equal to one hundred percent (100%) of the fair market value price of the common stock for the Company as of the date the Company receives the funds, in whole or in part, at any time within 7 years from issuance.
Sample 1
Subordinated Debt Financing. Other than in the Company's normal course of business activities, for any debt investment placed for the Company by Hunter Wise (including mezzanine funding, notes, term loans, proxxxxxxx xxxes, debentures, etc.), with the exception of any extension, expansion or revision of the Company's existing credit facilities, Hunter Wise shall receive upon Closing: (i) a success fee, payabxx xx xxxx, xxxxl to fourfour percent (4.0%) of the gross proceeds received by the Company at each such Closing, plus (ii) warrants in the entity financed, equal to fourfour percent (4.0%) of the gross proceeds received by the Company at Mr. Neil C. Kitchen November 21, 2000 Page 4 each such Closing, xxxxxxxxxle at a strike price equal to one hundred percent (100%) of the transaction price of the common stock for the Company as of the date the Company receives the funds, in whole or in part, at any time within five (5) years from issuance.
Sample 1
Subordinated Debt Financing. The Purchaser agrees that if the Company obtains senior debt financing from a reputable financial institution in an amount not less than US $5,000,000 and such debt financing provides for a reasonable market rate of interest, a repayment term of no less than five years, and no equity participation, the Purchaser will lend to the Company, subject and junior to such senior debt, an amount equal to US $5,000,000 less all fees and expenses of the Purchaser, including, without limitation, the 10% fee payable to Stanford Group Company, with (i) an annual interest rate of 10%, (ii) a repayment term equal to that of the repayment term for the senior debt under the senior debt financing documents, and (iii) such other typical credit facility terms and conditions to be established by the Purchaser (the “Purchaser Subordinated Debt”); provided, that the Purchaser is able to enter into a satisfactory intercreditor agreement with senior lender upon terms acceptable to the Purchaser.
Sample 1
Subordinated Debt Financing. Other than in the Company’s normal course of business activities, for any debt investment placed for the Company by CCGI (including mezzanine funding, notes, term loans, promissory notes, debentures, etc.), with the exception of any extension, expansion or revision of the Company’s existing credit facilities, CCGI shall receive upon closing: (i) a success fee, payable in cash equal to 4% of the gross proceeds received by the Company at each such closing, plus (ii) warrants in the entity financed, with a cashless exercise provision, equal to 4% of the gross proceeds received by the Company at each such Closing, exercisable at a strike price equal to 100% of the fair market value price of the common stock for the Company as of the date the Company receives the funds, with such warrants to be exercisable in whole or in part, at any time within three years from issuance.
Sample 1
Subordinated Debt Financing. Prior to the Effective Time, the Lender shall have received evidence that the Subordinated Debt Financing shall have been consummated pursuant to documentation in form and substance satisfactory to the Lender, and that the Borrowers have received cash proceeds from the Subordinated Debt Financing in an aggregate amount of $10,000,000 and that the Borrowers have deposited such cash proceeds into an account of the Borrowers maintained with the Cash Management Bank.
Sample 1
AutoNDA by SimpleDocs
Subordinated Debt Financing. 21 4.10 Class B Preferred................................................21 4.11 HSR ...........................................................21
Sample 1
Subordinated Debt Financing. For any subordinated debt investment or secured debt financing with an interest rate of 500 basis points or more above the prime rate placed for the Company, including notes, term loans, promissory notes, debentures, etc., Hxxxxx Xxxx shall receive upon the loan’s Closing: (i) a Success Fee, payable in cash, equal to fourfour percent (44%) of the gross proceeds received by the Company from such Closing, plus (ii) warrants in the entity financed, with a cashless exercise provision, equal to four fourpercent (44%) of the gross proceeds received by the Company from such Closing, exercisable at a strike price equal to one hundred percent (100%) of the fair market value price of the common stock or membership interest for the Company as of the date the Company receives the funds, in whole or in part, at any time within five (5) years from issuance.
Sample 1

Related to Subordinated Debt Financing

  • Debt Financing (a) The Company shall use its reasonable best efforts to obtain, or cause to be obtained, $5,000,000,000 of Debt Financing on the terms and conditions set forth in the Debt Financing Commitment as promptly as reasonably practicable and shall not, without the Special Committee’s prior written consent, permit any amendment or modification to be made to, or any waiver of any provision under, the Debt Financing Commitment, if such amendment, modification or waiver (i) reduces (or could have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount in respect of the Debt Financing) or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Financing Commitment, in a manner that would reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date or (y) adversely impact the ability of the Company and/or the Borrowers to enforce their respective rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto, in each case, relating to the funding thereunder. For the avoidance of doubt, it is understood and agreed that the Company, without the consent of the Special Committee, may amend the Debt Financing in any manner the Company Board determines is in the best interests of the Company (including to add lenders, arrangers, bookrunners, agents, managers or similar entities that have not executed the Debt Financing Commitment and amend the economic and other arrangements with respect to the existing and additional lenders, arrangers, bookrunners, agents, managers or similar entities) so long as such amendment would not reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on or prior to the Closing Date, (y) adversely impact the ability of the Company and/or the Borrowers to enforce their respective rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto, in each case, relating to the funding thereunder or (z) result in the net proceeds of the Debt Financing being made available to the Borrowers or any of their Affiliates, as applicable, in an amount which is not sufficient to satisfy the condition set forth in Section 5.01(e)(iii).

  • Subordinated Debt (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Bank.

  • Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.

  • Subordinated Indebtedness The Obligations constitute senior indebtedness which is entitled to the benefits of the subordination provisions of all outstanding Subordinated Indebtedness.

  • Financing Commitment For the period commencing on the date hereof and ending on the fifth anniversary hereof, Atlas America and Resource Energy agree to provide to the MLP funding of up to an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000) per annum to finance the cost of expanding the Gathering System or constructing new additions to the Gathering System. Atlas America and Resource Energy, jointly and severally, commit to provide such funding, upon the MLP's written request therefor, by purchasing Common Units at a price equal to the arithmetic average of the closing prices of the Common Units on the American Stock Exchange, or, if the American Stock Exchange is not the principal trading market for such security, on the principal trading market for such security, for the twenty consecutive trading days ending on the trading day prior to the purchase, or, if the fair market value of the Common Units cannot be calculated for such period on any of the foregoing bases, the average fair market value during such period as reasonably determined in good faith by the members of the managing board of the General Partner.

  • Financing Commitments An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.

  • Bank Financing The Buyer’s ability to purchase the Property is contingent upon the Buyer’s ability to obtain financing under the following conditions: (check one) ☐ - Conventional Loan ☐ - FHA Loan (Attach Required Addendums) ☐ - VA Loan (Attach Required Addendums) ☐ - Other:

  • Refinancing Debt Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (d) or (f).

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Equity Financing If there is an Equity Financing before the expiration or termination of this instrument, the Company will automatically issue to the Investor a number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. In connection with the issuance of Safe Preferred Stock by the Company to the Investor pursuant to this Section 1(a):

Time is Money Join Law Insider Premium to draft better contracts faster.