Common use of Equity Commitment Clause in Contracts

Equity Commitment. (a) The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $116,145,527 (such amount, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Amalgamation Consideration and such other amounts required to be paid by Parent under the Amalgamation Agreement (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee) with respect to a Parent Termination Fee under the Limited Guarantee) pursuant to and in accordance with the Amalgamation Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. Notwithstanding anything to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the aggregate amount of the Equity Commitment less any portion of the Equity Commitment that has been funded in accordance with the terms hereof.

Appears in 2 contracts

Samples: Amalgamation Agreement (Weidong Yin), Equity Commitment Letter (Weidong Yin)

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Equity Commitment. (a) The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $116,145,527 45,412,428 (such amount, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Amalgamation Consideration and such other amounts required to be paid by Parent under the Amalgamation Agreement (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee) with respect to a Parent Termination Fee under the Limited Guarantee) pursuant to and in accordance with the Amalgamation Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. Notwithstanding anything to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the aggregate amount of the Equity Commitment less any portion of the Equity Commitment that has been funded in accordance with the terms hereof.

Appears in 1 contract

Samples: Amalgamation Agreement (Weidong Yin)

Equity Commitment. (a) The Sponsor shallhereby commits and agrees, at or immediately prior to the Effective Time, on the terms and subject to the terms and conditions set forth herein, to purchase, or to cause the purchase of, of equity interests of Holdco Parent and to pay, or cause to be paid, paid to Holdco Parent in immediately available funds an aggregate cash purchase price equal to $116,145,527 625,000,000 (such amount, the “Initial Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely shall use for the purpose of funding, to the extent necessary to fund, such portion of the Amalgamation Merger Consideration and such other amounts required to be paid by Parent under the Amalgamation Agreement (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee) with respect to a Parent Termination Fee under the Limited Guarantee) pursuant to and in accordance with the Amalgamation Merger Agreement, together with related fees and expenses; provided provided, that the Initial Equity Commitment will automatically be increased upon an election by the Sponsor or an Affiliate of the Sponsor which is a Rollover Shareholder not to contribute to Parent some or all of its Rollover Shares pursuant to the Support Agreement, in an amount equal to the product of (a) the number of ADSs subject to such election and (b) the Per ADS Merger Consideration (the Initial Equity Commitment, as adjusted pursuant to this Section 1(a), the “Equity Commitment”); provided, further, that the Sponsor (together with its permitted assigns) shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco Parent and the aggregate amount of liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. Notwithstanding anything to Commitment (the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the aggregate amount of the Equity Commitment less any portion of the Equity Commitment that has been funded in accordance with the terms hereof“Cap”).

Appears in 1 contract

Samples: General Atlantic LLC

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Equity Commitment. (a) The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $116,145,527 6,270,912 (such amount, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Amalgamation Consideration and such other amounts required to be paid by Parent under the Amalgamation Agreement (which, for the avoidance of doubt, shall not include any Parent Termination Fee or any Obligations (as defined in the Limited Guarantee) with respect to a Parent Termination Fee under the Limited Guarantee) pursuant to and in accordance with the Amalgamation Agreement, together with related fees and expenses; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment. Notwithstanding anything to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the aggregate amount of the Equity Commitment less any portion of the Equity Commitment that has been funded in accordance with the terms hereof.

Appears in 1 contract

Samples: Amalgamation Agreement (Weidong Yin)

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