Contingent Financing definition
Examples of Contingent Financing in a sentence
After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement, including the Contingent Acquisition Fees and the Contingent Financing Fees to the extent payable.
For the avoidance of doubt, in the event of a Merger, the Contingent Financing fee will be payable immediately prior to the closing of the Merger if the return threshold would be satisfied upon closing of the Merger.
Newco will use its best efforts to satisfy all conditions to the Contingent Financing and Non-Contingent Financing described in Exhibit B.
Newco represents that it has undertaken a commercially reasonable investigation of the availability of the Contingent Financing and expects that such Contingent Financing will be available on terms and conditions acceptable to it on a timely basis.
Such debt financing is referred to as the "Contingent Financing".
A "Material Adverse Effect in Financing" means any state of facts, event, change or effect (other than a Material Adverse Effect with respect to the Company or a failure of the conditions to Newco's obligations to close under Section 6.01 or 6.03, other than 6.03(c)) that has had or could reasonably be expected to have a material adverse effect on the availability of any portion of the Contingent Financing.
Without limiting the foregoing, a Material Adverse Effect in Financing shall be deemed to occur if Newco shall have received notice that any portion of the Contingent Financing will not be available on terms that are substantially no less favorable than those set forth in Exhibits ▇-▇, ▇-▇, ▇-▇, ▇-▇ or B-5.
Newco also has undertaken a reasonable investigation of the terms and conditions pursuant to which all funds other than the Contingent Financing necessary to fund the Aggregate Merger Consideration will either be invested by Newco or made available through the operations of the Company or the cash proceeds from the sale of assets, land and real property referred to in Section 6.03(c) (such funding being referred to as the "Non-Contingent Financing").
Newco expects that, subject to the accuracy of the representations from the Company in Section 3.28, the Non-Contingent Financing will be available so that, together with the Contingent Financing, Newco will have available the Aggregate Merger Consideration, together with merger-related expenses, at Closing.
Contingent upon the closing of a Contingent Financing with (i) any entity that is not listed in Exhibit A, attached hereto and incorporated herein by reference, or (ii) any entity that is introduced to the Company by Executive after the Start Date, the Company will issue Executive an option to purchase 200,000 shares of common stock, with 25% of the option shares vested on the date of grant and the balance vesting in equal monthly installments over the next 36 months.