Financing Transactions. It is understood that as relates to any public or private offering of convertible debt, common or preferred stock or any other security or investment instrument of the Company (“Financing”), the Consultant is acting as an advisor only, is not a licensed securities or real estate broker or dealer, and shall have no authority to enter into any commitments on the Company’s behalf, or to negotiate the terms of any Financing, or to hold any funds or securities in connection with any Financing or to perform any act which would require the Consultant to become licensed as a securities or real estate broker or dealer under applicable state or federal law. In consideration of the Company entering into this Agreement and as an inducement to the Company agreeing to pay the compensation described on Exhibit B hereto, the Company and the Consultant confirm and acknowledge that pursuant to the Consultant’s provision of Services hereunder: The Consultant has not engaged, and shall not engage, in any actions requiring registration as a securities broker or dealer under any applicable federal, state or foreign laws; The Consultant shall only introduce to the Company prospective investors that the Consultant reasonably believes are “accredited investors” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, and will assist the Company in performing whatever reasonable due diligence investigation may be necessary in order to confirm such “accredited investor” status; and The Consultant has not engaged, and shall not engage, in any general solicitation or advertisement to seek investors or potential investors in the Company.
Financing Transactions. In connection with the Separation and prior to the Effective Time, HP and Enterprise shall cooperate with respect to and undertake such financing transactions (which may also include the transfer of cash between the HPI Group and the Enterprise Group) as HP determines to be advisable.
Financing Transactions. Prior to the Distribution Date, each of Cablevision, CSC and AMC shall enter into all necessary or appropriate arrangements, and cooperate with each other, regarding the incurrence by AMC of $1,725,000,000 aggregate principal amount of new senior secured term loans (the “New AMC Secured Debt”) and $700,000,000 aggregate principal amount of new senior unsecured notes (the “New AMC Unsecured Debt” and together with the New AMC Secured Debt, the “New AMC Debt”). On the Distribution Date, AMC will issue the Contribution Debt, consisting of approximately $1,250,000,000 aggregate principal amount of the New AMC Debt to CSC in partial consideration for the asset transfers provided for in the Contribution Agreement. AMC recognizes and agrees that CSC intends to exchange all of the Contribution Debt for outstanding CSC or Cablevision debt. AMC will use the proceeds from the New AMC Debt other than the Contribution Debt (i) to repay all AMC indebtedness outstanding immediately before the AMC Distribution (other than capital leases); (ii) pay certain fees and expenses in connection with the Distribution and the Standalone Financing and (iii) for its general corporate purposes. Without limiting the generality of the foregoing, AMC shall, as and when necessary or appropriate prior to and after the Distribution Date, (a) provide all information reasonably requested by any underwriters or financial or other advisers engaged in connection with the AMC Financing, (b) participate in due diligence sessions, syndication meetings, drafting sessions, management presentations, road show presentations and meetings with ratings agencies, (c) assist in the preparation of and execute and/or deliver, customary underwriting placement, credit, purchase, indemnification, registration rights and other definitive financing agreements and execute and deliver in a timely manner such other certificates and documents, including, without limitation, solvency certificates, comfort letters, consents, pledge and security documents and perfection certificates, as may be reasonably required in connection with the foregoing, and (d) prepare such audited and unaudited financial statements (including those required by the Commission), the Offering Memorandum, and providing such financial and other information, necessary for the consummation of such financing within the time periods required by such agreements.
Financing Transactions. 4.1. The Projects for which you may grant crowdfunding funds at your own discretion shall be published on the Platform. Profitus shall publish only such Projects on the Platform which, according to the Rules for the Assessment of Reliability of the Project Owners, are assessed as appropriate for publishing in the Platform.
Financing Transactions. After the consummation of the transactions set forth in Sections 2.5(a) through (c), TXI shall contribute to the capital of Chaparral (Virginia) Inc. all but $25 million of its intercompany receivable from Chaparral (Virginia) Inc., and Chaparral shall and shall cause the other Chaparral Parties to (i) enter into the Credit Facility and related agreements, (ii) consummate the Note Offering, and (iii) and borrow sufficient funds under the Credit Facility to permit Chaparral to pay the dividend as provided in Section 2.5(e).
Financing Transactions. In connection with the Separation and prior to the Effective Time, YUM and the SpinCo Parties shall cooperate with respect to and undertake such financing transactions (which may also include the transfer of cash between the YUM Group and the SpinCo Group) as YUM determines to be advisable.
Financing Transactions. (Knightsbridge Introduction). For purposes of any Financing Transactions involving any Financing Source directly or indirectly to the Company by Knightsbridge, and whether occurring during the Term of Engagement or during a period ending two (2) years following Termination, Additional Compensation shall be payable to Knightsbridge upon the closing thereof in accordance with the following schedule where "Consideration" shall mean (i) the total amount of gross proceeds received by, or otherwise deliverable to, the Company without condition as part of any such Financing Transaction, and (ii) any common stock or other securities of the Company (including without limitation any warrants, options and/or convertible securities) issued or otherwise transferred as a direct or indirect part of such Financing Transaction. Debt financing shall include but not be limited to any on or off balance sheet financing, mortgages, debentures, notes or convertible securities, factoring, receivables financing, or credit facilities introduced directly or indirectly to the Company by Knightsbridge. Any equity financing transaction entered into with the Advantage Fund I, LLC shall reduce the compensation to an amount equal to 50% of the schedule delineated below.
Financing Transactions. In connection with the Distribution and prior to the Effective Time, the Parties shall cooperate with respect to and undertake such financing transactions as Silver Bull determines to be advisable.
Financing Transactions. 16 3.18 Securitization and Other Debt Facilities........................... 18 3.19 Authorizations; Compliance with Law................................ 18 3.20 Taxes.............................................................. 19 3.21 Absence of Litigation; Claims...................................... 21 3.22 Employee Benefit Plans; Employment Agreements...................... 21 3.23
Financing Transactions. (a) The written list of counterparties to Financing Documents ("Borrowers") of HFP and its Subsidiaries as of April 16, 1999, previously furnished by HFP to Xxxxxx is a complete and accurate list of Borrowers of HFP and its Subsidiaries as of such date. Said list correctly and accurately sets forth as of such date the respective total lines and outstanding extensions of credit available to and made by HFP and its Subsidiaries to such Borrowers and the dates upon which HFP's and its Subsidiaries' financing contracts with such Borrowers expire.
