Initial Exercise Date. This Warrant was issued pursuant to a Loan Agreement among the Company and three Subscribers, pursuant to which the Company issued a 2024 Secured Note and a Warrant to each of the Subscribers. This Warrant will become exercisable on December 2, 2024 (the “Initial Exercise Date”) and for five years thereafter if but only if # the 2024 Secured Note issued to the Holder remains unsatisfied at the close of business on November 29, 2024 and # the Subscriber to whom this Warrant was initially issued remains the [[Organization F:Organization]] of that 2024 Secured Note. If either of the aforesaid conditions are not satisfied, then the rights of the Holder of this Warrant as such shall terminate at the close of business on November 29, 2024.
Initial Closing Payment. The Company shall have delivered to the Purchaser, in immediately available funds, the Initial Closing Payment Amount to such account as the Purchaser shall have confirmed in writing to the Company no later than two (2) Business Days prior to the Initial Closing Date; provided that the Initial Closing Payment Amount may be satisfied by the Purchaser deducting the Initial Closing Payment Amount from the portion of the Aggregate Purchase Price applicable to the Initial Closing Purchase Securities.
Initial Commitment Fee. [[Organization B:Organization]] shall have issued to [[Organization A:Organization]] the Commitment Shares, or shall have paid the Initial Commitment Fee in cash (or any combination thereof), and shall have paid the initial structuring fee and legal fee, each in accordance with Section 11.04.
Initial Term Loans. Subject to the terms and conditions set forth herein, certain Term Lenders made Initial Term Loans to the Borrower on the Initial Term Loan Borrowing Date. Amounts repaid or prepaid in respect of Initial Term Loans may not be reborrowed.
Initial Mandatory Registration. The Company shall prepare, and, as soon as reasonably practicable but in no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration in accordance with SEC Guidance, the Company shall use such other appropriate form as is available for such a registration in accordance with SEC Guidance, subject to the provisions of Section 2(d). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined as of the Business Day prior to the date the Initial Registration Statement is initially filed with the SEC (the “Initial Filing Determination Date”), subject to adjustment as provided in Section 2(e). Not later than five Business Days prior to the anticipated Initial Filing Determination Date, the Company shall provide written notice to the Investors of such anticipated Initial Filing Determination Date. Each Investor shall notify the Company of the number of Initial Registrable Securities to be included by it in such Initial Registration Statement (and shall provide such other information as is required by Section 4(a)) not later than the third Business Day after receipt of such notice from the Company. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the SEC as soon as reasonably practicable, but in no event later than the Initial Effectiveness Deadline. By the end of the Business Day following the Initial Effective Date, the Company shall file with the SEC, in accordance with SEC Guidance, a final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.
At least three Business Days before the Initial Closing Date, Crestwood shall prepare and deliver to CEGPS a statement setting forth # its good faith estimate of Initial Closing Working Capital (the Initial Estimated Closing Working Capital), Initial Closing Indebtedness (the Initial Estimated Closing Indebtedness) and Initial Closing Transaction Expenses (the Initial Estimated Closing Transaction Expenses) and # its good faith estimate of Initial Closing Crestwood Pipeline East Working Capital (the Initial Estimated Closing Crestwood Pipeline East Working Capital) and Initial Closing Crestwood Pipeline East Indebtedness (the Initial Estimated Closing Crestwood Pipeline East Indebtedness), which statement shall contain # an estimated consolidated balance sheet of Newco and its Subsidiaries (including the Contributed Entities), based on the trial balances of Newco and the Contributed Entities, and an estimated balance sheet of Crestwood Pipeline East, based on the trial balances of Crestwood Pipeline East, in each case as of the Initial Closing Date (assuming the contribution to Newco of the Contributed Entities but without giving effect to the Initial CEGPS Contribution or the Second CEGPS Contribution), # a calculation of Initial Estimated Closing Working Capital and Initial Estimated Closing Crestwood Pipeline East Working Capital, and an itemized list of Initial Estimated Closing Indebtedness, Initial Estimated Closing Transaction Expenses, and Initial Estimated Closing Crestwood Pipeline East Indebtedness, and # a certificate of the Chief Financial Officer of Crestwood that # Initial Estimated Closing Working Capital, Initial Estimated Closing Indebtedness, Initial Estimated Closing Transaction Expenses, Initial Estimated Closing Crestwood Pipeline East Working Capital and Initial Estimated Closing Crestwood Pipeline East Indebtedness were determined in accordance with the definitions thereof, respectively, and # the estimated consolidated balance sheet of Newco and its Subsidiaries (including the Contributed Entities), based on the trial balances of Newco and the Contributed Entities, and estimated balance sheet of Crestwood Pipeline East, based on the trial balances of Crestwood Pipeline East, were prepared in accordance with GAAP.
Initial Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders holding Initial Term Loans outstanding in consecutive quarterly scheduled installments on each March 31, June 30, September 30 and December 31 (commencing on March 31, 2017) as set forth below (which scheduled installments shall, to the extent applicable, be reduced as a result of the application of pre-payments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased scheduled installment to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made or deemed to be made as of the Closing Date):
This Agreement shall enter into force and effect as set forth in [Section 2.3.1] and, subject to [Section 21], shall continue in force and effect until the twentieth (20th) anniversary of the Full ACQ Date (“Initial Term”), unless extended for the following elections (in the following order of priority):
3.2Effect of Elections/Changes to Elections.
In the absence of an effective election to the contrary, the Executive’s Benefit will be paid in a single lump sum on the first day of the 7th month following his or her Termination Date (as defined in Section 5.2(c)). Notwithstanding the foregoing, effective for amounts credited to an Executive’s Account on or after August 6, 2020, the Executive’s Benefit will in all events be paid in a single lump sum on the first day of the 7th month following his or her Termination Date (as defined in Section 5.2(c)).
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