Equity Shortfall definition
Examples of Equity Shortfall in a sentence
In the event that the Originator shall fail to pay the Required Equity Shortfall when required to be paid pursuant to the terms hereof, the Originator shall indemnify and hold harmless the Administrative Agent, the Purchaser Agents and each Secured Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorney’s fees and disbursements awarded against or incurred by them or any of them as a result of such failure of the Originator.
Upon receipt of the Required Equity Contribution Notice the Seller shall deposit within the timeframe set forth in Section 2.21 an amount of cash into the Excess Spread Account equal to the Required Equity Shortfall.
The Originator hereby agrees, upon receipt of a Required Equity Contribution Notice delivered pursuant to and in accordance with the terms of this Agreement, to deposit into the Excess Spread Account or to otherwise cure within two Business Days the related Required Equity Shortfall as provided in the Required Equity Contribution Notice after giving effect to any deposits to the Excess Spread Account made by the Seller pursuant to Section 6.4(g).
The Final Closing Balance Sheet shall be delivered with a calculation of the Cash Consideration based on any adjustments to the Company Sellers Equity Shortfall, Acquisition Expenses and Option Expenses, in each case calculated as of the Closing Date.
To the extent that, on any Payment Date, there are funds on deposit in the Excess Spread Account in excess of those required to fund the Required Equity Shortfall, an amount equal to such excess shall be deposited, on such Payment Date, to the Collection Account for application in accordance with Section 2.7 and Section 2.8, as applicable.
If the Estimated Closing Date Shareholder’s Equity is less than $26,991,189 (the “Shareholder’s Equity Target”; the amount of such shortfall being referred to as the “Shareholder’s Equity Shortfall”), then the Cash Consideration shall be decreased dollar-for-dollar by the Shareholder’s Equity Shortfall.
If an Equity Shortfall Notice is delivered to MHRx, MHRx shall have the option, exercisable in its sole discretion, to elect to reduce the Initial Cash Merger Consideration by the Equity Shortfall Amount and increase the number of Initial Parent Shares by a number of shares of Parent Common Stock equal to the Equity Shortfall Amount divided by $20.
Notwithstanding anything to the contrary contained in this Agreement, no additional Advance will be made to the Borrower pursuant to this Agreement that would increase the aggregate unpaid principal and interest on the Loan above Forty-Eight Million and No/100 Dollars ($48,000,000) unless and until each Subscriber has contributed cash to the Borrower in an amount equal to such Subscriber's Tenth Equity Shortfall Share.
Notwithstanding anything to the contrary contained in this Agreement, no additional Advance will be made to the Borrower pursuant to this Agreement that would increase the aggregate unpaid principal and interest on the Loan above Forty-Four Million and No/100 Dollars ($44,000,000) unless and until each Subscriber has contributed cash to the Borrower in an amount equal to such Subscriber's Ninth Equity Shortfall Share.
Notwithstanding anything to the contrary contained in this Agreement, no additional Advance will be made to Borrower pursuant to this Agreement which would increase the aggregate unpaid principal and interest on the Loan above Thirty-Two Million and No/100 Dollars ($32,000,000) unless and until each Subscriber has contributed cash to Borrower in an amount equal to such Subscriber's Sixth Equity Shortfall Share.