Closing Financing Sample Clauses

Closing Financing. The Company shall manage all the Closing Financing activities including all negotiations related thereto with investors acceptable to the Company. The Company shall prepare, and Parent shall have an opportunity to reasonably review and comment on, the Closing Financing agreements, provided, however, that the foregoing shall not be deemed to oblige the Company in any way to incorporate or accept such comments. Parent shall execute the final Closing Financing agreements. In the event this Agreement is terminated, the Company may itself receive the investment under such Closing Financing agreements. It is acknowledged that the investors investing in the Closing Financing shall be afforded protection from any dilution due to any exercise (if at all) of the Chemomab Warrants.
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Closing Financing. The share purchase agreement in respect of the Closing Financing shall be in full force and effect and concurrently with the Closing cash proceeds of not less than the Concurrent Investment Amount shall have been received by the Parent in connection with the consummation of the transactions contemplated by such share purchase agreement.
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Closing Financing. Strategic is to arrange Qualified Financing for the Partnership as provided herein, and the gross amount of the financing incurred by the Partnership on or about Closing shall be treated for the purposes of the prorations as a credit to the Post-Amendment Partnership, which shall have the effect of reducing the Contribution Amount. For example, if the value of the Property was $100, the Strategic Contribution Amount $85, the amount borrowed by the Partnership on or about Closing $75, and the net proration amount for the benefit of the Post-Amendment Partnership $5, the net Contribution Amount to be made by Strategic to the Partnership at Closing would be $17 which is $85 less 85% of the sum of $75 and $5 (i.e., $68).
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Closing Financing. The Closing Financing shall be in place.
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Closing Financing. “Potomac Pre-Closing Financing” means an acquisition of Potomac Common Stock to be consummated prior to the Closing with aggregate gross cash proceeds to Potomac of $93,000,000, not including any conversion of promissory notes in connection therewith.
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Closing Financing. In February 2023 and in connection with the Merger, Notable issued and sold Series D SAFEs to existing Notable stockholders and their affiliates in the aggregate amount of approximately $4.4 million. The Series D SAFEs convert into shares of Notable’s Series D-1 Preferred Stock, par value $0.001, at a 30% discount to the price the Series D Investors will pay for Notable’s Series D-2 Preferred Stock, par value $0.001. Additionally, in February 2023, Notable entered into a Series D Preferred Stock Purchase Agreement with existing Notable stockholders and their affiliates, pursuant to which, among other things, the Series D Investors irrevocably committed, upon closing of the Merger, to purchase approximately $6.0 million of Notable Series D-2 Preferred Stock. The Purchased Securities were exchanged for Ordinary Shares in the Merger pursuant to the Exchange Ratio. On June 28, 2023, Notable entered into Simple Agreements for Future Equity (the “D-2 SAFEs”) with certain investors who committed to purchase shares of Series D-2 Preferred Stock pursuant to the Series D Purchase Agreement. The D-2 SAFEs will convert into shares of Series D-2 Preferred Stock without a discount and reduce the purchase price owed by each such investor under the Series D Purchase Agreement on a dollar-for-dollar basis. Through September 30, 2023, Notable received approximately $3.3 million of aggregate gross proceeds from the purchasers of the D-2 SAFEs. The sale of Series D SAFEs, Series D-2 SAFEs, and Series D-1 and D-2 Preferred Stock by Notable are referred to as Notable Pre-Closing Financing throughout these unaudited pro forma condensed combined financial statements. See the section titled “Agreements Related to the Merger – Simple Agreements for Future Equity and Series D Stock Purchase Agreement” for more information related to the Notable Pre-Closing Financing.
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Closing Financing. Without derogating from any other representation of the Company, the Alpha 2020 SPA, obligates Alpha to invest the Closing Investment Amount in the Company, subject only to the closing of the transactions contemplated by this Agreement. For the removal of any doubt, the Alpha 2020 SPA is considered a “Company Material Contract” of the Company and all representations included in Section 2.13(b) apply to it.
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Closing Financing. The Alpha 2020 SPA shall be in full force and effect and concurrently with the Closing cash proceeds of not less than the Closing Investment Amount shall have been received by the Company in connection with the consummation of the transactions contemplated by the Alpha 2020 SPA.
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Closing Financing 
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Related to Closing Financing

  • Debt Financing (a) The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing at or prior to the Closing; it being understood that, if any portion of the Debt Financing to be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable.

  • Buyer Financing The obligation of Buyer to close the transaction contemplated by this Agreement is contingent upon the closing of a mortgage loan secured by the Property from Buyer's lender of choice on terms satisfactory to Buyer in Buyer's sole and absolute discretion (the "Buyer Financing"). Without limiting the foregoing, so long as this Agreement remains in effect, Buyer, at its expense, shall use commercially reasonable efforts to obtain a commitment for the Buyer Financing and to satisfy the closing conditions of the Buyer Financing applicable to Buyer. Buyer shall be responsible for any costs, fees or expenses arising out of the Buyer Financing. Buyer may terminate this Agreement at any time prior to the Closing Date due to the actual or anticipated failure to close the Buyer Financing by delivering written notice thereof to Seller, in which case this Agreement will terminate and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive termination of this Agreement).

  • Purchaser Financing Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.

  • First Closing The First Closing shall have occurred.

  • Parent Financing (a) Parent shall use its reasonable best efforts to take, or cause to be taken, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing, including using reasonable best efforts to (A) comply with and maintain in full force and effect the Financing Commitments, (B) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • Equity Financing The Permitted Investors shall have made equity contributions to, or purchased for cash equity of, Holdings in an aggregate amount that, together with all roll-over equity, constitutes not less than 40% of the pro forma capitalization of Holdings and its subsidiaries on a consolidated basis (after giving effect to the Transactions but excluding any Loans made or Letters of Credit issued under the Revolving Facility).

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

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