Sufficient Financing. The Offeror, following the closing of the Equity Sale, will have and will maintain through the Closing sufficient finances available (including finances available under any Replacement Financing) to complete the Tender Offer, and will finance the Tender Offer through cash on its balance sheet and proceeds of the Equity Sale and any Replacement Financing, and no other third party financing is required by the Offeror to complete the Tender Offer and subsequent acquisition (including compulsory redemption) of any remaining Shares and Outstanding Equity Instruments. Concurrently with the Offeror’s entry into this Agreement, the Offeror has entered into a purchase agreement (the “Equity Purchase Agreement”) with X.X. Xxxxxx Securities LLC (the “Purchaser”) pursuant to which the Purchaser has committed to purchase $75,000,000 of shares of common stock, par value $0.001, of the Offeror (the “Equity Sale”). The Offeror has delivered to the Company a true and complete copy of the form of Equity Purchase Agreement and will promptly deliver to the Company a true and complete copy of the executed Equity Purchase Agreement. There are no side letters (other than engagement or related letters (none of which contain terms that would reasonably be expected to adversely affect the amount or closing of the Equity Sale)) related to the Equity Sale. As of its signing on the date hereof, (i) the Equity Purchase Agreement is a valid and binding obligation of the Offeror and, to the knowledge of the Offeror, the Purchaser, and (ii) no event has occurred which would constitute a default (or an event which with notice or lapse of time or both would constitute a default), or the failure of any condition, on the part of the Offeror or, to the knowledge of the Offeror, the Purchaser under the Equity Purchase Agreement. There are no conditions precedent to the closing of the Equity Sale and receipt by the Offeror of the net proceeds of the Equity Sale other than the conditions precedent set forth in the Equity Purchase Agreement, and the Offeror has no reason to believe that it will not be able to satisfy any closing condition in the Equity Purchase Agreement or that the full amount of net proceeds of the Equity Sale will not be paid to the Offeror on or before January 26, 2016. The Offeror acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, the closing of the Equity Sale or any Replacement Financing shall not be a condition to the obligation of the...
Sufficient Financing. Purchaser has sufficient cash or funds available for borrowing under its credit facilities to fund the Purchase Price and to consummate the Transactions.
Sufficient Financing. Buyer shall use commercially reasonable efforts to obtain Sufficient Financing.
Sufficient Financing. Buyer has sufficient funds or financing in place to fund the Purchase Price to be paid at Closing to Shareholders for the Shares.
Sufficient Financing. The Buyer has arranged for sufficient financing for payment of the Purchase Price and the completion of the transactions hereunder and such financing is not subject to any future conditions beyond the control of the Buyer.
Sufficient Financing. As of the Closing, Buyer will have the financial capability, pursuant to its existing credit facilities, to purchase the Equity Interests and consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein. Buyer has no reason to believe that there are any conditions to the payment of such cash which might not be satisfied by Buyer as of the date hereof and as of the Closing.
Sufficient Financing. Ex-Im Bank shall have received evidence satisfactory to it that the financing committed to be provided to the Borrower pursuant to the Financing Documents, together with the amounts of Corporate Cash Balance and all amounts of committed and available long-term credit facilities under the Other Phase II Credit Facilities, is sufficient to enable the Borrower to pay all Project Costs set forth in the Ramp and Capital Costs Budget and otherwise to achieve the Phase II Completion Date.
Sufficient Financing. GE Capital shall not have in good faith determined that the available Loan Commitment is insufficient to fund the balance of the Project Costs necessary to achieve Final Completion.
Sufficient Financing. On the Closing Date, Purchaser will have sufficient funds available to consummate the transactions contemplated hereby, including payment of the Purchase Price.
Sufficient Financing. Buyer (a) has access to, and will have at Closing, sufficient cash or other sources of immediately available funds to enable it to make payment of the Purchase Price and any other payments to be paid by it hereunder, (b) has, and at the Closing will have, the resources and capabilities (financial or otherwise) to perform its other obligations hereunder and (c) has not incurred, and prior to the Closing will not incur, any obligation, commitment, restriction, or liability of any kind which would impair or adversely affect such resources and capabilities.
