Option Financing definition
Examples of Option Financing in a sentence
The Seller and the Company hereby acknowledge and agree that in connection with any Option Financing, the Option Collateral Agent and Option Administrative Agent under the Option Financing Facility shall have the right to become parties to this Agreement (in their respective capacities) upon execution and delivery by such Option Collateral Agent and Option Administrative Agent to each of the Company, Seller and the Option Parties of the Joinder Agreement attached hereto in the form of Exhibit B.
In connection with the Option Financing Facility under which the undersigned has been appointed as [Administrative Agent] [Collateral Agent] and in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees as follows: The undersigned hereby joins in and agrees to be bound by each and all of the provisions of the Registration Rights Agreement as the [Option Collateral Agent] [Option Administrative Agent] thereunder.
This Agreement and the obligations of the Company, the Seller, the Option Parties and the Holders hereunder (other than Section 7 hereof and other than pursuant to the following sentence) shall terminate on the earlier of the first date on which (i) no Registrable Shares remain outstanding, and (ii) all amounts due under all Option Financing Facilities have been repaid.
The Seller and the Company further agree to promptly enter into additional Registration Rights Agreements, in substantially the same form as this Agreement, in connection with any separate Option Financing obtained by the Option Parties (in the event that the Option Parties exercise the Option on more than one occasion in accordance with the terms of the Option Agreements).
The proceeds of the Option Financing shall be paid to the Company, and the Company shall deliver the Note duly executed thereby to Beacon, simultaneously with the execution of this Agreement and the Merger Agreement at such place and time as previously agreed upon by the Company and Beacon (such time of payment and delivery being referred to herein as the "Option Financing Closing Date").
In addition to the representations and warranties of the Company set forth in Section 2, the Company hereby represents and warrants to Beacon in connection with the Option Financing that the Merger and the execution, delivery and performance of any agreements or other documents in connection therewith has been duly authorized by all requisite corporate action on the part of the Company.
The Company hereby covenants that the proceeds of the Option Financing shall only be used to purchase an option and provide merger consideration in connection with the Merger.
In addition to the foregoing, on the Option Financing Closing Date, Beacon shall have received the Subordination Letter duly executed by the parties thereto.