ICII definition
Examples of ICII in a sentence
Ladies and Gentlemen: The purpose of this letter agreement is to set forth the terms and conditions of the Transactions entered into between Citibank, N.A. (“Citibank”) and Del River LLC (formerly IC-II Investments LLC), a limited liability company formed under the laws of the State of Delaware (“Counterparty”), on the Trade Date specified below (each, a “Transaction” and, collectively, the “Transactions”).
On the date hereof, IMH shall deliver to ICAI cash ------------ representing the Cash Advance by wire transfer of immediately available funds in accordance with wire instructions specified by ICAI; ICAI agrees to immediately dividend the entire amount of the Cash Advance to ICII.
In no event shall the receipt or availability of any funds or financing by ICII or any affiliate or any other financing or other transaction be a condition to any of ICII's obligations hereunder or to the consummation of the Merger.
ICII, Merger Sub and the Company agree to correct promptly any information provided by any of them for use in the Schedule 13E-3 which shall have become materially incorrect or misleading, and ICII and Merger Sub further agree to take all steps necessary to cause the Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to Company Stockholders as and to the extent required by applicable law.
ICII shall also file a supplemental listing application with the Nasdaq Stock Market in respect of such shares and use its reasonable best efforts to cause such shares to be approved for listing on the Nasdaq Stock Market, subject to official notice of issuance prior to the Effective Time.
In the event ICII shall determine to do any of the foregoing with respect to a Qualifying Alternative Transaction, it shall promptly amend its Schedule 13D filed with respect to the Shares (the "Schedule 13D") to reflect such change.
Any matter disclosed pursuant to any Section of the Company Disclosure Schedule or the ICII Disclosure Schedule shall be deemed to qualify each representation and warranty of the Company, ICII and Merger Sub, respectively.
ICII and Merger Sub shall promptly inform the Company, the Special Committee and their respective counsel of any comments, whether oral or written that ICII or Merger Sub may receive from the SEC or its staff with respect to the Schedule 13E-3 promptly after the receipt thereof and shall promptly provide the Company, the Special Committee and their respective counsel with copies of any such written comments.
Each of ICII and ICAI understands that (a) if any of the Residual Securities fail to generate cash flow, there will be no funds payable thereunder to either ICII or ICAI, (b) if any of the Residual Securities is not performing, it is subject to downgrade by one or more of the rating agencies, (c) the Residual Securities are subject to certain triggers for losses and delinquencies, and (d) as a general matter, the Residual Securities involve a high degree of risk and may entail a risk of total loss.
No consent, approval, authorization or order --------------------- of, or any filing or declaration with, any court or governmental agency or body is required in connection with the execution, delivery and performance of this Agreement by either ICII, ICAI or in connection with the taking by either ICII or ICAI of any other action contemplated hereby.