Equity Commitment Letters Clause Samples

Equity Commitment Letters. Section 6.4............................................31

Equity Commitment Letters. (a) To the extent the aggregate amount of equity financing required to consummate the transactions contemplated by the Purchase Agreement is less than the aggregate amount contemplated by all of the Equity Commitment Letters, each of the Investors agrees that, if requested by the Lead Investors, the amount of such Investor’s commitment under its Equity Commitment Letter and Limited Guaranty (as applicable, the “Investor Commitment”) shall be reduced on a pro rata basis, in which event each Investor shall deliver an amended Equity Commitment Letter and Limited Guaranty (in replacement of its existing Equity Commitment Letter and Limited Guaranty) to reflect such reductions, provided that any such reductions shall be made in accordance with the Purchase Agreement. Additionally, the Lead Investors shall have the right to reduce and/or replace the Investor Commitment of an individual Investor if reasonably necessary to facilitate the receipt of any Governmental Approvals required to consummate the transactions contemplated by the Purchase Agreement. For the avoidance of doubt, the Investment Commitment for an Investor may not be adjusted upwards without the prior written consent of such Investor. The percentage of the Investor Commitment of each Investor Commitment in relation to the Investor Commitments of all Investors shall be referred to as the “Allocation Percentage”. If additional funds are necessary to complete the Transaction, each Investor shall have the right, but not the obligation, to invest additional funds to maintain its then-existing Allocation Percentage, provided that any unsubscribed portion of such rights may be allocated to another Investor, and, to the extent the Investors fail to commit to all such needed additional funds, the Lead Investors shall have the right to admit one or more additional Investors to commit to such shortfall. (b) Each Investor hereby affirms and agrees that it is bound by the provisions set forth in its Equity Commitment Letter. Parent shall not attempt to enforce any Equity Commitment Letter unless and until the Lead Investors have determined pursuant to Section 2 that the conditions of Closing and the conditions to performance under such Equity Commitment Letter have been satisfied or validly waived as permitted hereunder. (c) All securities issued by Acquisition Entities at the Closing as contemplated by Annex B shall be issued to the Investors, directly or indirectly, pro rata in accordance with each Investor’s...

Equity Commitment Letters. (i) each Equity Commitment Letter shall cease to be in full force and effect (except as a result of a termination in accordance with its terms upon Final Completion or repayment in full of the Obligations), or Opal Fuels or GFL, as applicable, shall assert, or institute any proceedings seeking to establish, that any provision of such Equity Commitment Letter is invalid, not binding or unenforceable; (ii) upon the occurrence and during the continuation of a “Cost Overrun” (as defined in each Equity Commitment Letter), Opal Fuels or GFL, as applicable, shall fail to make a “Contingent Incremental Equity Commitment Demand” (as defined in each Equity Commitment Letter) and such failure continues for five (5) Business Days; (iii) Opal Fuels or GFL, as applicable, shall default in the payment when due of any amount payable by it under such Equity Commitment Letter, and such default shall continue unremedied for a period of ten (10) Business Days; or (iv) any Pledgor shall default in the due observance of performance of any term, covenant or agreement contained in Section 6(k) of the Non-Recourse Pledge Agreement on its part to be observed or performed.

Equity Commitment Letters. Except as set forth in Section 4.7, all actions and decisions to be taken by the Company relating to any Equity Commitment Letter (other than amendment of any Equity Commitment Letter), including with respect to any waivers, extensions, amendments, enforcement actions or negotiations relating to any of the foregoing, shall be made or taken by the Majority Equity (excluding, for this purpose, the Investor Member signatory thereto).

Equity Commitment Letters. Parent has delivered to the Company true, correct and complete copies of fully executed equity commitment letters of even date herewith (together with all exhibits, annexes, schedules and term sheets attached thereto and as amended, modified, supplemented, replaced or extended from time to time after the Agreement Date, the “Equity Commitment Letters”) from each Guarantor pursuant to which such Guarantor has agreed to make an equity investment in Parent, subject to the terms and conditions therein, in cash in the aggregate amount set forth therein (the “Equity Financing”). The Equity Commitment Letters provide that the Company is an express third-party beneficiary of, and is entitled to specifically enforce performance of the Guarantors’ obligations to fund the Equity Financing in accordance with and subject to the terms of, the Equity Commitment Letters and that, subject in all respects to Section 9.8(a), Parent and the Guarantors will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that there is adequate remedy at Law in connection with the exercise of such third-party beneficiary rights.

Equity Commitment Letters. Subject to the terms and conditions of this Agreement, Parent and Merger Subs will use reasonable best efforts to (A) maintain in effect the Equity Commitment Letters in accordance with the terms and subject to the conditions thereof; (B) comply with its obligations under the Equity Commitment Letters; (C) satisfy, on a timely basis, the conditions to funding the Equity Financing in the Equity Commitment Letters, if any, that are within its control; (D) consummate the Equity Financing at or prior to the Closing, including causing Guarantors to fund the Equity Financing at the Closing; and (E) enforce its rights pursuant to the Equity Commitment Letters, on the terms and subject to the conditions set forth therein. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require, and in no event shall the “reasonable best efforts” of Parent or Merger Subs be deemed or construed to require, Parent or Merger Subs to (x) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Commitments Letters, (y) incur or pay any fees or other amounts in excess of those contemplated by the Equity Commitment Letters (whether to secure waiver of any conditions contained therein or otherwise) or (z) waive any of the conditions to the Closing set forth in Article VII.

Equity Commitment Letters. An Equity Commitment Letter for each Initial Project; and

Equity Commitment Letters. As of the date of this Agreement, Parent has delivered to the Company a true, correct and complete copy of a duly executed equity commitment letter, dated as of the date of this Agreement, between Parent and Guarantor (the “Equity Commitment Letter”) pursuant to which Guarantor has committed, subject to the terms and conditions therein, to invest in Parent the amounts set forth therein for the purpose of funding a portion of the transactions contemplated hereby and thereby (the “Equity Financing”). The Equity Commitment Letter provides that the Company is an express third-party beneficiary thereof in order to cause the Guarantor to fund the Equity Financing in accordance with Section 9.8(b)(ii).

Equity Commitment Letters. Concurrently with the execution and delivery of this Agreement, Purchaser has delivered a true, correct and complete copy of an executed commitment letter dated as of the date of this Agreement from each of the Persons listed in Section 6.7(a) of Purchaser’s Disclosure Letter (individually, an “Equity Commitment Letter” and collectively, the “Equity Commitment Letters”), to provide equity funding to Purchaser in the amount noted therein (the “Equity Funding”). The form of Equity Commitment Letter is attached hereto as Exhibit G.