Additional Finance Clause Samples

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Additional Finance. The parties agree that if it requires any additional finance, the JV shall be financed, so far as practicable, from external funding sources and on terms to be agreed by the Board, the parties and any relevant third parties and that any security required in relation to such external funding shall be provided by the JV. From and after the Closing, neither Shareholder shall be obligated to make any capital contribution, in cash or otherwise, to the JV or to provide any loan, loan guaranty or other financial assistance or support on behalf of the JV. In the event the JV requires any additional funding for its operations and other activities, the JV may, subject to clause 6, (a) seek additional financing in the form of debt financing from banks and other financial institutions on commercially reasonable terms without requiring any credit support provided by any Shareholder (unless otherwise agreed in writing by the Shareholders) or (b) seek such additional financing from the Major Shareholders in debt or equity as agreed to by the Major Shareholders, which, unless otherwise agreed to in writing by the Major Shareholders, shall be on a pro rata basis based on each Major Shareholder’s Pro Rata Portion at the time of such financing. In the event Guardant determines, in its reasonable discretion, to raise additional funds for the purpose of purchasing its Major Shareholder’s Pro Rata Portion of any additional financing by the JV, SoftBank agrees not to knowingly and intentionally (a) take any unreasonable action, or (b) commit any unreasonable omission, in either case in its capacity as a stockholder of Guardant, the failure of which would prohibit or materially impede Guardant’s ability to engage in any such additional financing; provided, however, that nothing herein shall obligate SoftBank to participate in any Guardant financing as an investor.
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Additional Finance. 5.1 Notwithstanding the provisions of Clause 7.1 (but otherwise subject as provided in Clause 7.1), the Shareholders shall on request made by the Company severally provide by way of loan to the Company or by way of additional share capital such sums as shall be required by the Company and/or Cyber 2000 and/or any of its subsidiaries to be established from time to time for the proper conduct of the Business and to enable it to meet its obligations and liabilities. Such additional finance shall be provided by Shareholders in the proportions in which they hold Shares. If any Shareholder shall fail to advance its share of any such additional finance within a period of 14 days from the Board's call therefor, the provisions of Clause 9 shall apply. 5.2 If the Company shall issue new Shares to a Shareholder resulting in dilutions to the respective shareholdings of the other Shareholders, each of the other Shareholders shall have a right, exercisable within 7 days after such issue, to subscribe for additional Shares such that the level of its shareholding in the Company shall not in any way be reduced (the "TOP-UP SUBSCRIPTIONS"). The terms and conditions (if any) for issuing of the new Shares (including without limitation the subscription price of each new Share) applicable to all the Shareholders pursuant to this Clauses 5.2 shall in all respect be the same. Completion of the Top-up Subscriptions shall take place simultaneously and, unless otherwise agreed, be 14 days after the first new issue of Shares which trigger the Top-up Subscriptions. 5.3 Subject as otherwise provided in this Agreement, this Clause 5 shall be without prejudice to the right of the Company to borrow sums from third parties on the most favourable terms obtainable as to interest, repayment and security, but without allowing any prospective lender a right to participate in the Share capital of the Company as a condition or term of any loan or advance. 5.4 Save with the unanimous agreement of the Shareholders, no Shareholder will be obliged to guarantee or provide or give security in respect of any indebtedness of the Company.
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Additional Finance. If during the course of this Agreement additional means of funding SCH become available, whether by means of the implementation of the Government's prudential borrowing regime, access by SCH to social housing or other grants, SCH becoming entitled to raise private finance or otherwise, SCH generating new business from the Growth Area Services then the parties shall work together in good faith to amend this Agreement and SCH's memorandum and articles of association to enable SCH to access such additional means of funding PROVIDED THAT the Council shall not be required to agree any changes which would prejudice its overall financial position in a manner which was unreasonable. 11. NOT USED 12. NOT USED 13. NOT USED
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Additional Finance. The difference between the total investment amount and registered capital of the upon Board approval, may be financed by loans raised in the name of the EJV from domestic or international lenders pursuant to the Relevant Laws and Regulations of the PRC and provided that the total debt/equity ratio of the EJV shall comply with the Relevant Law and Regulations of the PRC and in any case shall not exceed one.
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Additional Finance. 11.1 The Shareholders shall use all reasonable endeavours to procure that the requirements of Gaming Company and each of its subsidiaries for construction financing and working capital to finance its Business are met as far as practicable by borrowings from banks and other similar sources on the most favourable terms reasonably obtainable as to interest, repayment and security, but without allowing any prospective lender a right to participate (whether by way of security or otherwise) in the equity share capital of Gaming Company or any of its subsidiaries or to require PH or any member of MGM Group or PHCO Group to guarantee or provide financial support as a condition of any loan. 11.2 Any repayments due from time to time under any third party financing obtained by Gaming Company and any of its subsidiaries shall rank in priority to, and be paid before (i) any repayments due under the MGM Facility Agreement (including interest); (ii) the Loan Note Repayment; and (iii) the Special Distribution. 11.3 No member of PHCO Group or MGM Group nor PH shall have any obligation to provide financing to Gaming Company or any of its subsidiaries in excess of the amounts committed to in this Agreement, provided always that if the Principal Shareholders jointly determine that additional financing, which cannot be obtained on acceptable terms from third parties, is required and the Principal Shareholders both agree to provide such additional financing, they shall provide such financing on a pari passu basis.
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Additional Finance. The Shareholders acknowledge that the Company may require further finance to fund its projected cash requirements under the Budget and the Business Plan which cannot be covered from the income of its Business.
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Related to Additional Finance

  • Additional Financing 2.15.1 In the event that the PIPE Closing does not occur prior to or concurrently with the Closing as a result of the failure of any of the conditions to the PIPE Closing under the Stock Purchase Agreement to have been satisfied or waived or because the Stock Purchase Agreement has been terminated, ECP shall be required to provide $150 million to DYN or the Buyer, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur (other than in the circumstances described in clause (z) below), ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, the specific terms of which shall include the ability of DYN to repay all or a portion of the loan at any time without penalty and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior to the Closing, pursuant to which ECP shall loan DYN $150 million (the “ECP Loan”), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, in accordance with the $150 million increase or decrease contemplated by the foregoing clause (a), and (c) ECP shall be required to contribute such additional $150 million to the Buyer at the Closing, subject to the satisfaction or waiver of the conditions set forth in the ECP Equity Commitment Letter; provided that, in each case in the foregoing clauses (i) and (ii), each of DYN and Terawatt shall continue to comply with its obligations set forth in the Stock Purchase Agreement (including effecting the PIPE Closing, subject to the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan or contribute such additional $150 million to the Buyer. For the avoidance of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurred, the Sponsors hereby agree that (a) ECP shall be deemed to have paid $150 million of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined in the Stock Purchase Agreement) at the PIPE Closing, (c) in the case of clause (i) of Section 2.15.1, $150 million of the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing).

  • Additional Funding If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings, or (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Partnership through loans or otherwise.

  • Additional Financial Information The Company shall provide Parent with the Company’s audited financial statements for the twelve month periods ended December 31, 2022 and 2021 consisting of the audited consolidated balance sheets as of such dates, the audited consolidated income statements for the twelve month period ended on such date, and the audited consolidated cash flow statements for the twelve month period ended on such date (the “Year End Financials”). Subsequent to the delivery of the Year End Financials, the Company’s consolidated interim financial information for each quarterly period thereafter shall be delivered to Parent no later than forty (40) calendar days following the end of each quarterly period and consolidated interim monthly information for each month thereafter shall be delivered to Purchaser no later than 20 days following the end of each month (the “Required Financial Statements”). All of the financial statements to be delivered pursuant to this Section 7.3, shall be prepared under U.S. GAAP in accordance with requirements of the PCAOB for public companies. The Required Financial Statements shall be accompanied by a certificate of the Chief Executive Officer of the Company to the effect that all such financial statements fairly present the financial position and results of operations of the Company as of the date or for the periods indicated, in accordance with U.S. GAAP, except as otherwise indicated in such statements and subject to year-end audit adjustments. The Company will promptly provide with additional Company financial information reasonably requested by Parent for inclusion in the Proxy Statement and any other filings to be made by Parent with the SEC.

  • Additional Funds and Capital Contributions 30 SECTION 4.4 NO INTEREST; NO RETURN................................................................... 31 SECTION 4.5 NOTE DEFICIENCY CAPITAL CONTRIBUTION..................................................... 31

  • Additional Funds In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 18.7 below.