Post-Closing Financing means any investment or financing by any third party which contemplates the sale or issuance of debt or equity securities of Parent or any of its Subsidiaries (including securities convertible, exercisable or exchangeable into such debt or equity securities) contemporaneous with or following the consummation of the Merger.
For the avoidance of doubt, no such adjustment shall be made in respect of any Post-Closing Financing.
In no event shall Parent, and Parent shall use its commercially reasonable efforts to cause the other Acquiring Companies and its and their Representatives not to, intentionally or knowingly take any action to with respect to any third party in connection with a Refinancing, Post-Closing Financing or Permitted Bridge Financing other than to the extent such action was reasonably requested to be taken by the Company consistent with the terms of this Section 5.23(a).
No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Merger or any of the other Transactions based upon arrangements made by or on behalf of any of the Acquired Companies; provided, however, that with respect to any Post-Closing Financing or Refinancing, the Company may, in consultation with Parent, engage a broker, finder or investment banker in connection therewith.
Commodore shall have received, on or prior to August 27, 1997, net proceeds from one or more public or private offerings of its debt and/or equity securities in an aggregate amount of not less than $10,500,000 (the "Post-Closing Financing"), all upon such terms and conditions as shall be satisfactory to the Board of Directors of Commodore.
Other than as a result of a breach by Lanxide of any of its material representations, warranties, covenants or agreements contained herein, the obligations of Commodore contained in Sections 2.2(a) and (b) above are absolute and unconditional, irrespective of consummation of the Post-Closing Financing or any other event.