Further Financing Clause Samples
The 'Further Financing' clause outlines the terms and conditions under which a company may seek and obtain additional funding after the initial investment round. Typically, this clause specifies the rights of existing investors to participate in future financing rounds, such as through pre-emptive rights or rights of first refusal, and may set out procedures for notifying investors and allocating new shares. Its core practical function is to protect existing investors from dilution and ensure they have the opportunity to maintain their ownership percentage as the company raises more capital.
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Further Financing. 5.1 The Minority Shareholders agree to provide (or to procure the provision by a Company controlled by any of them) risk capital necessary to operate the Business in a manner consistent with prior practices (up to an amount necessary to support US$100,000,000 of net open position), it being agreed that the Parties shall (in so far as they are able to do so) exercise their powers reasonably to ensure that such amount is as low as commercially negotiable), for a period ending on the earlier of: (i) the second anniversary of Completion or (ii) the Buy-Out Notice Date.
5.2 Save as set forth in Clause 5.1 above, the FXCM Parties (on the one hand) and the Minority Shareholders (on the one hand, in such proportions between themselves as they shall agree) agree to contribute funds in equal amounts as needed to ensure that each of Lucid Markets LLP and its subsidiaries is sufficiently capitalized and has sufficient working capital, staff and assets to operate its Business in the ordinary course, consistent with past practice.
5.3 Nothing in this Agreement is intended to amend or affect the operation of, clause 11 of the Membership Agreement. In particular the Company shall not have any obligation to the LLP to make any payment to the LLP or to otherwise compensate the LLP in respect of any losses of the LLP (whether such losses are of an income or capital nature or otherwise).
Further Financing. 4.1 Except as otherwise provided in this Agreement, none of the Shareholders undertakes to provide any loan or Share capital to the Company or to give any guarantee or indemnity in respect of any of the Company's liabilities or obligations.
4.2 If, at any time prior to a public offering of any Shares, the Company wishes to raise further funds, the Company must first offer the right to provide to the Company all of the further funds to the Preferred Shareholders in proportion to their respective holdings of Series A Preferred Shares. If any Preferred Shareholder does not wish to provide all or part of its proportion of the further funds, the other Preferred Shareholders shall have the right to provide those further funds in proportion to their respective holdings of Series A Preferred Shares.
Further Financing. The Corporation may issue further offers similar to the within which may bear higher or lower prices, as reasonably determined by the Corporation. The Corporation may, and will, acquire debt and/or equity financing in the future if required or advisable in the course of the Corporation's business development.
Further Financing. 5.1 Unless otherwise agreed between the Shareholders in writing, neither Shareholder shall be obliged to give any guarantees or provide any security in respect of the funding obligations of Freegold.
5.2 Freegold’s future capital requirements shall be provided in the following manner:
5.2.1 out of Freegold’s own resources; or if this is not possible
5.2.2 by means of loans from financial institutions and other appropriate third parties secured by the assets of Freegold without security being provided by the Shareholders; or if this is not possible;
5.2.3 by means of loans by the Shareholders or, if so agreed between the Shareholders, by means of share capital, which shall be contributed (“the capital call contribution”) by the Shareholders pro rata to their shareholdings at that time; and
5.2.4 combinations of the above.
5.3 Where the Shareholders provide any capital by way of loans, including without limitation, the loans in respect of the Unsecured Claims on Loan Account, such loans (other than the ARM Term Loan and the Harmony Term Loan, the terms and conditions of which are contained in written agreements concluded between ARM and Freegold and Harmony and Freegold respectively) shall, unless otherwise agreed in writing between the Shareholders, be on the following terms and conditions:
5.3.1 such loans shall be interest bearing at the rate agreed between the Shareholders and Freegold from time to time and failing such agreement at the Prime Rate;
5.3.2 subject to the provisions of clause 9.1, such loans shall be repayable to the Shareholders pro rata to their then shareholding as and when the funds are available;
5.3.3 such loans shall in all other respects be on the terms and conditions applicable to the existing Unsecured Claims on Loan Account (if any) at the time in question.
5.4 Should a Shareholder (“the defaulting shareholder”) fail to fulfil any of its obligations in terms of and in accordance with clause 5.2.3, and should the defaulting shareholder remain in breach of those obligations for a period of 14 (fourteen) days after receipt of a written notice by the other Shareholder (“the complying shareholder) calling upon the defaulting shareholder to remedy such breach, the complying shareholder may, after it has remedied the default, in its sole discretion, elect to invoke the dilution procedure, in which event the provisions of clauses 4.8 to 4.15 (both inclusive) shall apply mutatis mutandis except that:
5.4.1 references to the second payment...
Further Financing. Subject to Section 8, if the Company completes any further financing after the Closing Date which contains terms and conditions more favorable than those granted to each Series F Investor, Series E Investor, Series D Investor, Series C Investor, Series B+ Investor or each Series B Investor set forth in the Transaction Documents, the Company covenants and agrees that it shall, and the Management covenants and agrees that he or she shall cause the Company to, take whatever actions are necessary to grant the same to each Series F Investor, Series E Investor, Series D Investor, each Series C Investor, each Series B+ Investor or each Series B Investor.
Further Financing. The parties agree that subsequent to Closing, the Parties shall have the opportunity to obtain additional funding as follows:
19.1 In the event the Closing Payments are received on or before 5:00 p.m. (CST) on December 15, 2004, TechAlt shall have until 5:00 p.m. (CST) on January 15, 2005 to receive at least One Million Five Hundred Thousand Dollars ($1,500,000) ("Investment") from the current investors ("Sunrise Investors"), party with TechAlt to that certain Securities Purchase Agreement, Registration Rights Agreement, Warrants, Additional Warrants and Additional Investment Rights entered into on or around August 24, 2004 or from one or more other investors provided financing terms are "equal to or better" than the Sunrise Investor financing described on EXHIBIT 19.1, including without limitation, the additional investors who have made commitments to invest up to $750,000 pursuant to the terms of the Transaction Agreements ("Other Investors"), (the "TechAlt Financing"). The Investment shall be determined on the aggregate investments made by the Sunrise Investors and Other Investors subsequent to the Closing (and after the Closing Payments). TechAlt agrees that it will not accept more than an aggregate of four million seven hundred fifty thousand dollars ($4,750,000.00) pursuant to the TechAlt Financing without Masanek's written consent. This $4,750,000 limit shall be determined as the aggregate investments made by the Sunrise Investors and Other Investors at all times to TechAlt through January 15, 2005.
19.2 In the event of the Closing, but TechAlt does not receive the TechAlt Financing on or before 5:00 p.m. (CST) on January 15, 2005 (the "Sunrise Financing Deadline"), Masanek shall have the right to present to TechAlt financing sources other than the Financing through the Sunrise Investors and Other Investors pursuant to the Transaction Agreements ("Outside Financing Sources"), which Outside Financing Sources shall be accepted by TechAlt and Solomon provided the terms offered by such Outside Financing Sources are on "equal or better terms" as those set forth on EXHIBIT 19.1 and are not in violation of any federal or state law or regulation.
19.3 Within seven (7) days of Closing, TechAlt shall deliver to Masanek for due diligence purposes the documents identified on EXHIBIT 19.3 for the purpose of Masanek obtaining possible Outside Financing Sources, and subsequent to Closing and until TechAlt obtains TechAlt Financing, TechAlt will respond to Masanek'...
Further Financing. The parties acknowledge and agree that:
(a) if the relevant Board concludes that the relevant Company needs further finance for the Business or to make any acquisition of assets or shares, such further finance shall be obtained by way of third-party debt financing, insofar as the relevant Board determines that it is reasonably practicable to do so on terms which, acting reasonably, the relevant Board considers commercially acceptable to the relevant Company. If such funding is not available on such terms, the relevant Board will consider whether or not to seek further finance from the relevant Securityholders; and
(b) any Group Company may grant Encumbrances to secure any bank facilities secured under clause 10.2(a).
Further Financing. The Corporation may sell shares in the future at higher or lower prices or on different terms than this offering. The Corporation may, and will, acquire debt and/or equity financing in the future required or advisable in the course of the Corporation's business development.
Further Financing. 10.1.1 The Shareholders acknowledge that the Company may need further financing from time to time in order to fund [*]. Such further financing requirements shall be satisfied by [*]and shall in principle be raised through [*], in each case, to be recorded in the same [*]. For the purposes of the [*] contemplated in this Clause 10.1.1, the Shareholders shall [*]. The obligations of the Shareholders [*] shall terminate [*].
10.1.2 Save for the [*], no Shareholder shall be under any obligation whatsoever to [*] without that Shareholder’s written consent.
10.1.3 If one or more Shareholders [*], the [*] will decide how to handle [*]. The [*] will also be decided by [*], in the same manner as described in [*] determinations, with the [*].
10.1.4 The Company shall anticipate [*] through c [*] aligning with, as far as practicable, the timing of the [*], provided each Shareholder shall be given not less than [*] calendar days’ prior notice to make any such [*].
10.1.5 Any [*], in the then [*], that was not [*], in that [*], shall be available to fund the approved Business Plan [*] for the following [*]. For the avoidance of doubt, and without limiting [*], approval of the Business Plan [*] does not constitute an obligation on a Shareholder to [*].
Further Financing. To procure additional financing the Parties shall act in compliance with this Agreement and/or the business plan approved according to this Agreement.