Qualifying Financing Clause Samples

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Qualifying Financing. Upon the closing of a financing transaction in which the Company raises cash proceeds net of the costs of the transaction of not less than $1,000,000 in one transaction or in a series of related transactions in which the Company issues equity securities or securities convertible into or exchangeable for, equity securities, or options or rights to purchase equity securities to one or more investors, this Note shall immediately become due and payable.
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Qualifying Financing. (a) The Company must give the Investor written notice of any anticipated Qualifying Financing no less than 5 Business Days prior to the Company's entry into definitive documents relating to the Qualifying Financing. (b) Subject to clauses 3(d) and 9, if there is a Qualifying Financing before the Termination Date, the Company will automatically issue to the Investor that number of QF Shares equal to the higher of:12 (i) the Purchase Amount divided by the Discount Price; or (ii) the Purchase Amount divided by the Cap Price, in each case rounded to the nearest whole number of QF Shares. (c) The Company must, not later than 3 Business Days after the issue of the QF Shares in accordance with clause 3(b), send to the Investor a certificate for the number of QF Shares issued to the Investor. (d) If a Shareholders Agreement is in existence or is being entered into at the time of the Qualifying Financing and the Investor is not already a party to such Shareholders Agreement, the Investor must prior to being issued with any QF Shares under clause 3(b), at the request of the Company either: (i) enter into the Shareholders Agreement; or (ii) provide the Company with a duly executed deed of accession to the Shareholders Agreement (in the form required thereunder or such other form as the Company agrees), provided that the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other purchasers of equity securities in the Qualifying Financing.
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Qualifying Financing. (a) If there is a Qualifying Financing before the Termination Date, the Company will automatically issue to the Investor that number of QF Shares equal to: (i) The total Purchase Amount divided by the Discount Price; rounded to the nearest whole number. (b) The Company must, not later than 3 Business Days after the issue of the QF Shares in accordance with clause 3(a), send to the Investor a certificate for the number of QF Shares issued to the Investor. (c) Prior to being issued with any QF Shares under clause 3(a), the Investor must, if it is not already a party to the Shareholders Agreement, provide the Company with a duly executed deed of accession to the Shareholders Agreement, if there is a Shareholders Agreement in existence at that point in time and if the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other purchasers of equity securities in the Qualifying Financing.
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Qualifying Financing. Following the date of this Agreement and at or prior to the Closing, the Company shall have received gross proceeds in an aggregate amount equal to or greater than US$75,000,000 (or its equivalent in another currency or currencies) through the sale of Common Shares, excluding the proceeds to be received pursuant to this Agreement and the Company shall have provided evidence of the receipt of such amount of gross proceeds that is acceptable to the Subscriber.
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Qualifying Financing. If there is a Qualifying Financing before the Termination Date, the Company will automatically issue to the Investor that number of QF Shares equal to the higher of:5 the Purchase Amount divided by the Discount Price; or the Purchase Amount divided by the Safe Price rounded to the nearest whole number. The Company must, not later than 3 Business Days after the issue of the QF Shares in accordance with clause 3.1(a), send to the Investor a certificate for the number of QF Shares issued to the Investor. Prior to being issued with any QF Shares under clause 3.1(a), the Investor must, if it is not already a party to the Shareholders Agreement, provide the Company with a duly executed deed of accession to the Shareholders Agreement, if there is a Shareholders Agreement in existence at that point in time and if the Shareholders Agreement does not impose more onerous obligations on the Investor as compared to other purchasers of equity securities in the Qualifying Financing. Exit Event If there is an Exit Event before the Termination Date, the Investor will, at its election within 2 Business Days of receipt of notice of the Exit Event from the Company, either: receive a cash payment equal to the Purchase Amount; or automatically receive from the Company (with effect immediately prior to the Exit Event) that number of Ordinary Shares equal to the higher of: the Purchase Amount divided by the Exit Event Price; or the Purchase Amount divided by the Safe Price, rounded to the nearest whole number. If the Investor makes no election within 2 Business Days of notice of the Exit Event, it will be deemed to have elected to receive Ordinary Shares in accordance with clause 4.1(a)(ii)(A). If the Investor elects to receive cash under clause 4.1(a)(i), an amount equal to the Purchase Amount will be due and payable by the Company to the Investor concurrently with the completion of the Exit Event. The Company must, not later than 3 Business Days after the issue of the Ordinary in accordance with clause 4.1(a)(ii)(A), send to the Investor a certificate for the number of Ordinary Shares issued to the Investor. Prior to being issued with any Ordinary Shares under clause 4.1(a)(ii), the Investor must, if it is not already a party to the Shareholders Agreement, provide the Company with a duly executed deed of accession to the Shareholders Agreement, if there is a Shareholders Agreement in existence at that point in time and if the Shareholders Agreement does not impose more onerous ...
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Qualifying Financing. Lender, at its option, may suspend its obligations to make any further Advances after January 31, 2009, if Borrower has not, after the date hereof, completed an equity and/or debt financing (or series of financings) for aggregate gross proceeds to Borrower of at least $1.7 million (a “Qualifying Financing”) by delivery of written notice of such suspension to Borrower at least ten (10) Business Days prior to the effective date of such suspension. In the event Lender suspends its obligations to make further Advances pursuant to this Section 1.10, Lender’s obligations to make further Advances shall be automatically resumed upon the completion of a Qualifying Financing by Borrower after January 31, 2009.
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Qualifying Financing. Borrower fails or is unable to complete a Qualifying Financing by December 31, 2024.
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Qualifying Financing. Use commercially reasonable efforts to complete successfully a Qualifying Financing by December 31, 2024.
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Qualifying Financing. Whenever required under this Agreement to complete the Qualifying Financing, the Company shall, as expeditiously as possible, prepare the necessary offering documents and supporting materials and use its best efforts to complete the Qualifying Financing by the Qualifying Financing Deadline.
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Related to Qualifying Financing

  • Leasing or Alternative Financing Methods The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Where the terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity.

  • Equity Financing If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Conversion Price. In connection with the automatic conversion of this Safe into shares of Safe Preferred Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.

  • Qualifying Mortgage Loans In order for a mortgage loan to be a Qualifying Loan it must meet all of the following criteria, which must be confirmed by the lender: • The collateral securing the mortgage loan is owner-occupied and the owner’s primary residence; and • The mortgagor has a first priority lien on the collateral; and • Either the borrower is at least 60 days delinquent or a default is reasonably foreseeable. Modification Process The lender shall undertake a review of its mortgage loan portfolio to identify Qualifying Loans. For each Qualifying Loan, the lender shall determine the net present value of the modified loan and, if it will exceed the net present value of the foreclosed collateral upon disposition, then the Qualifying Loan shall be modified so as to reduce the borrower’s monthly DTI Ratio to no more than 31% at the time of the modification. To achieve this, the lender shall use a combination of interest rate reduction, term extension and principal forbearance, as necessary. The borrower’s monthly DTI Ratio shall be a percentage calculated by dividing the borrower’s monthly income by the borrower’s monthly housing payment (including principal, interest, taxes and insurance). For these purposes, (1) the borrower’s monthly income shall be the amount of the borrower’s (along with any co-borrowers’) documented and verified gross monthly income, and (2) the borrower’s monthly housing payment shall be the amount required to pay monthly principal and interest plus one-twelfth of the then current annual amount required to pay real property taxes and homeowner’s insurance with respect to the collateral. In order to calculate the monthly principal payment, the lender shall capitalize to the outstanding principal balance of the Qualifying Loan the amount of all delinquent interest, delinquent taxes, past due insurance premiums, third party fees and (without duplication) escrow advances (such amount, the “Capitalized Balance”). In order to achieve the goal of reducing the DTI Ratio to 31%, the lender shall take the following steps in the following order of priority with respect to each Qualifying Loan:

  • 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).

  • QUALIFYING USE The Applicant’s Qualified Property described in Section 3.3 qualifies for a tax limitation agreement under Section 313.024(b)(5) of the TEXAS TAX CODE as a renewable energy electric generation facility.