Subsequent Drawdowns. During the Funding Qualification Period (as defined below), the Corporation may, from time to time, subject to a majority vote by the Board of Directors of the Corporation, require the Purchasers to purchase from the Corporation, subject to the satisfaction (or waiver) of the conditions set forth in Section 2 below, shares of Class A Common Stock and/or Class B Common Stock (allocated as set forth in this Section 1.4) in one or more drawdowns (each, a “Subsequent Drawdown”); provided, however, that in no event shall either Purchaser purchase shares of Common Stock at Drawdown Closings (as defined below), if any, for an aggregate purchase price in excess of the amount by which such Purchaser’s Maximum Dollar Investment exceeds such Purchaser’s Initial Closing Amount (such excess, such Purchaser’s “Committed Amount”). Each Purchaser’s Committed Amount is also set forth on the signature page of such Purchaser to this agreement. For purposes of this Agreement, the “Funding Qualification Period” shall mean the period beginning on the Initial Closing Date and ending on the earliest to occur of (i) the twelve (12)-month anniversary of the Initial Closing Date; provided, however, that such period shall be extended for an additional twelve (12)-month period to permit Subsequent Drawdowns solely in order to fund acquisitions by the Corporation or its Subsidiaries (as defined below) for which the Corporation or any such Subsidiary has entered into a definitive agreement or non-binding letter of intent or similar agreement during the initial twelve (12)-month period, and (ii) the date upon which the Subsequent Drawdowns pursuant to this Agreement have generated an aggregate amount of gross proceeds to the Corporation equal to the aggregate of the Purchasers’ Committed Amounts. For the avoidance of doubt, no Purchaser shall have any obligation to purchase any Common Stock hereunder after the Funding Qualification Period has expired, irrespective of whether such Purchaser has funded its Maximum Dollar Investment hereunder.
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Subsequent Drawdowns. During the Funding Qualification Capital Raising Period (as such term is defined belowthe Stockholders’ Agreement), the Corporation Company may, from time to time, subject to a majority vote by the Board of Directors require each of the Corporation, require the Purchasers Investors to purchase from the CorporationCompany, subject to the satisfaction (or waiver) of the conditions set forth in Section 2 below5 and Section 6 of this Agreement, shares of Class A Common Stock and/or Class B Common Stock (allocated as set forth in this or subject to Section 1.43.01 of the Stockholders’ Agreement, Preferred Stock) in one or more drawdowns Subsequent Drawdowns, subject to each Investor’s Maximum Dollar Investment and Maximum Committed Percentage and Maximum Voting Percentage. The Company shall conduct any Subsequent Drawdown during the Capital Raising Period as follows:
(eachi) The Company shall deliver to each Investor a written notice (each such notice, a “Drawdown Notice”) setting forth with respect to such Subsequent Drawdown (A) the aggregate amount to be funded (which aggregate amount shall be no less than $10,000,000 for each Subsequent Drawdown), (B) the amount of Purchased Shares, determined pursuant to this Agreement and the Stockholders’ Agreement, to be purchased by the Investor, (C) the Purchase Price (as such term is defined in the Stockholders’ Agreement) per share of Common Stock or Preferred Stock and the amount to be funded by each Investor, and (D) the date on which the closing (the “Drawdown Closing”) of the Subsequent Drawdown is set to take place (which date shall not be fewer than ten (10) business days after the date of such Drawdown Notice) (the “Drawdown Closing Date”); provided. Each Drawdown Closing shall be subject to the satisfaction (or waiver) of the conditions set forth in Section 5 and Section 6 of this Agreement.
(ii) If the Subsequent Drawdown is to support an FDIC Bid for a Target Bank acquisition from the FDIC, howeverthe Drawdown Notice will include such intention (an “Escrow Funding Notice”), and each Investor shall, subject to the satisfaction (or waiver) of the conditions set forth in Section 5 and Section 6 of this Agreement as if such conditions were conditions precedent to such Investor’s obligations to fund into escrow mutatis mutandis, fund its subscription funds into an escrow account at least five (5) business days prior to the Bank submitting its bid to the FDIC (or such other period required by the bank regulators), provided that the applicable Drawdown Notice shall be delivered to each Investor no fewer than ten (10) business days prior to such funding date (the “Escrow Funding Date”). If (A) the FDIC Bid is accepted by the FDIC, (B) the Bank shall have executed a purchase and assumption agreement (a “P&A Agreement”) with the FDIC with respect to the Target Bank and (C) all conditions precedent to the closing of the acquisition under the P&A Agreement have been met, satisfied or waived, then the funds in no event shall either Purchaser purchase escrow will be released to the Company immediately prior to the Target Bank acquisition and shares of Common Stock at (and, if applicable, Preferred Stock) will be issued to the Investors. If
(1) the FDIC notifies the Bank that it shall not be permitted to enter a FDIC Bid, (2) the Bank’s FDIC Bid is rejected by the FDIC, (3) the Bank has not submitted a FDIC Bid by the deadline for submitting bids established by the FDIC, (4) the FDIC notifies the Bank that it is not the winning bidder for the Target Bank, (5) no FDIC Bid by the Bank has been accepted by the FDIC within two (2) weeks after the funding of the Subsequent Drawdown Closings or (6) if the Bank has been selected as defined belowthe winning bidder for the Target Bank, the closing of the acquisition under the P&A Agreement has not occurred within four (4) weeks after such selection, then, in each case, the funds (plus interest incurred thereon and less escrow expenses not to exceed $25,000) will be promptly returned (and in any event no later than three (3) business days after any of the events described earlier in this sentence to the Investors), if anyunless otherwise agreed.
(iii) On each Drawdown Closing Date, for an aggregate purchase price in excess of each Investor shall have either delivered the amount applicable funds to the Company by which such Purchaser’s Maximum Dollar Investment exceeds such Purchaser’s Initial Closing Amount (such excess, such Purchaser’s “Committed Amount”). Each Purchaser’s Committed Amount is also set forth on the signature page of such Purchaser to this agreement. For purposes of this Agreement, the “Funding Qualification Period” shall mean the period beginning on the Initial Closing Date and ending on the earliest to occur means of (ia) a check payable to “TGR Financial, Inc.,” ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or (b) by wire transfer to the twelve following operating account: TGR Financial, Inc. – Escrow for Private Placement, ABA No. ▇▇▇▇▇▇▇▇▇, Credit: TGR Financial, Inc., Account No. ▇▇▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, and the Company shall deliver to each Investor the Purchased Shares (12)-month anniversary of allocated in the Initial Closing Date; provided, howeveramounts as such Investor shall request), that such period shall be extended for an additional twelve (12)-month period to permit Subsequent Drawdowns solely Investor is purchasing, duly executed on behalf of the Company and registered in order to fund acquisitions by the Corporation name of such Investor or its Subsidiaries (as defined below) for which the Corporation or any such Subsidiary has entered into a definitive agreement or non-binding letter of intent or similar agreement during the initial twelve (12)-month period, and (ii) the date upon which the Subsequent Drawdowns pursuant to this Agreement have generated an aggregate amount of gross proceeds to the Corporation equal to the aggregate of the Purchasers’ Committed Amounts. For the avoidance of doubt, no Purchaser shall have any obligation to purchase any Common Stock hereunder after the Funding Qualification Period has expired, irrespective of whether such Purchaser has funded its Maximum Dollar Investment hereunderdesignee.
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