Grouped Into 10 Collections of Similar Clauses From Business Contracts
This page contains Commitment clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Commitment. This Agreement confirms the commitment of the Sponsor, upon the terms and subject to the conditions set forth herein and in the Merger Agreement, to purchase, or to cause one or more of its respective Affiliates to purchase, prior to or at the Closing, equity interests of Parent representing 41.16% of the outstanding and issued common stock of Parent for an aggregate amount equal to the product of the Aggregate Merger Consideration (as defined below) plus related Transaction Costs (as defined be...low) in immediately available funds (such sum, the "Commitment"). The Sponsor may effect the funding of the Commitment directly or indirectly through one or more of its intermediaries or Affiliates of the Sponsor, but the foregoing shall not relieve the Sponsor of its obligations to fund any portion of the Commitment except to the extent any of such intermediaries or Affiliates have actually funded such portion pursuant to and in accordance with this Agreement. The proceeds of the Commitment shall be used by Parent solely for the purpose of enabling Parent to (a) pay the total amount of Merger Consideration to consummate the Merger pursuant to and in accordance with the Merger Agreement at the time of Closing (the "Aggregate Merger Consideration"), (b) pay all other amounts required to be paid by Parent and Sub pursuant to and in accordance with the Merger Agreement, (c) pay any and all fees and expenses of Parent and Sub in connection with the Merger and the other transactions contemplated by the Merger Agreement, and (d) satisfy all of Parent and Sub's other payment obligations in connection with the Merger and the other transactions contemplated by the Merger Agreement (collectively, the "Transaction Costs"); provided, however, that the Sponsor shall not, under any circumstances, be obligated to purchase equity from Parent or otherwise provide any funds to Parent in an amount exceeding the amount of the Commitment. The term "Commitment" means an amount equal to: (i) US$37,502,844.96 (such amount, the "Maximum Commitment"); or (ii) such lesser amount as in the aggregate suffices to fully fund an amount equal to the sum of the Aggregate Merger Consideration and the Transaction Costs pursuant to, and in accordance with, the Merger Agreement and the transactions contemplated thereby. The Sponsor hereby confirms that it has available funds in an amount not less than the RMB-equivalent of the Maximum Commitment and no internal or other approval is required for it to fulfill its obligations hereunder (other than those internal or other approvals which the Sponsor has obtained as of the date hereof). Notwithstanding anything else to the contrary in this Agreement, the aggregate amount of direct or indirect liability of the Sponsor under this Agreement shall at no time exceed the amount of the Commitment less any portion thereof that has been funded by the Sponsor to Parent in accordance with the terms hereof.View More
Commitment. This Agreement confirms the commitment of the Sponsor, The Sponsor hereby agrees, upon the terms and subject to the conditions set forth herein and in the Merger Agreement, to purchase, or to cause one or more of its his respective Affiliates to purchase, prior to or at the Closing, equity interests of Parent representing 41.16% 10.9% of the outstanding and issued common stock ordinary shares of Parent for an aggregate amount equal to the product of the Aggregate Merger Consideration (as defined... below) plus related Transaction Costs (as defined below) US$5,000,000 (the "Commitment") in immediately available funds (such sum, the "Commitment"). funds. The Sponsor may effect the funding of the Commitment directly or indirectly through one or more of its intermediaries or Affiliates of the Sponsor, but the foregoing shall not relieve the Sponsor of its his obligations to fund any portion of the Commitment except to the extent any of such intermediaries or Affiliates have actually funded such portion pursuant to and in accordance with this Agreement. The proceeds of the Commitment shall be used by Parent solely for the purpose of enabling Parent to (a) pay a portion of the total amount of aggregate Merger Consideration required to be paid by Parent and Merger Sub to consummate the Merger pursuant to and in accordance with the Merger Agreement at the time of Closing (the "Aggregate Merger Consideration"), Closing, (b) pay all other amounts required to be paid by Parent and Merger Sub pursuant to and in accordance with the Merger Agreement, (c) pay any and all fees and expenses of Parent and Merger Sub in connection with the Merger and the other transactions contemplated by the Merger Agreement, and (d) satisfy all of Parent and Merger Sub's other payment obligations in connection with the Merger and the other transactions contemplated by the Merger Agreement (collectively, the "Transaction Costs"); provided, however, that the Sponsor shall not, under any circumstances, be obligated to purchase equity from Parent or otherwise provide any funds to Parent in an amount exceeding the amount of the Commitment. The term "Commitment" means an amount equal to: (i) US$37,502,844.96 (such amount, the "Maximum Commitment"); or (ii) such lesser amount as in the aggregate suffices to fully fund an amount equal to the sum of the Aggregate Merger Consideration and the Transaction Costs pursuant to, and in accordance with, the Merger Agreement and the transactions contemplated thereby. The Sponsor hereby confirms that it has available funds in an amount not less than the RMB-equivalent of the Maximum Commitment and no internal or other approval is required for it to fulfill its obligations hereunder (other than those internal or other approvals which the Sponsor has obtained as of the date hereof). Notwithstanding anything else to the contrary in this Agreement, the aggregate amount of direct or indirect liability of the Sponsor under this Agreement shall at no time exceed the amount of the Commitment less any portion thereof that has been funded by the Sponsor to Parent in accordance with the terms hereof.View More
Commitment. In connection with the foregoing, (a) (i) each of Bank of America, JPMCB and WF Bank is pleased to advise you of its several commitment to provide 40%, 30% and 30% of the aggregate principal amount of Tranche A of the Bridge Facility, respectively and (ii) each of Bank of America, JPMCB and WF Bank is pleased to advise you of its several commitment to provide 40%, 30% and 30% of the aggregate principal amount of Tranche B of the Bridge Facility, respectively (in each case of clauses (i) and (ii)... above, in such capacity, the "Initial Lenders"), (b) Bank of America, N.A. is pleased to advise you of its willingness, and you hereby engage Bank of America, N.A., to act as the sole and exclusive administrative agent with respect to the Bridge Facility (in such capacity, the "Administrative Agent"), all upon and subject to the terms and conditions set forth in this Commitment Letter, and (c) each of BofA Securities, JPMCB and WF Securities is also pleased to advise you of its willingness, and you hereby engage BofA Securities, JPMCB and WF Securities, to arrange and act as the joint lead arrangers and joint bookrunners (in such capacity, the "Lead Arrangers") for the Bridge Facility, and in connection therewith to form a syndicate of lenders for the Bridge Facility in accordance with Section 2 of this Commitment Letter (collectively, the "Lenders"), including Bank of America, JPMCB and WF Bank. It is understood and agreed that (x) BofA Securities will have "lead left" placement on all marketing materials relating to the Bridge Facility and (y) no additional agents, co-agents or arrangers will be appointed and no other titles will be awarded with respect to the Bridge Facility without our and your mutual consent. You agree that JPMCB may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC. The commitments of the Initial Lenders in respect of the Bridge Facility and the undertaking of the Lead Arrangers to provide the services described herein are subject only to the satisfaction of each of the conditions precedent set forth in Section 5 below. In addition, each Initial Lender in each of its capacities as a Lender (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, hereby irrevocably consents to the Amendment and agrees to execute a counterpart to the Amendment (on the terms set forth in the Summary of Amendment Terms attached hereto); provided that (x) any additional terms or conditions to the Amendment and (y) the definitive documentation of such Amendment shall, in each case, be satisfactory to such Initial Lender in its capacity as a Lender under the Existing Credit Agreement; provided further that each such Initial Lender acknowledges and agrees that the terms, conditions and form of an Amendment in substantially the form of Annex I to the Summary of Amendment Terms are satisfactory. Each Initial Lender agrees that if it assigns any portion of its Revolving Commitment (as defined in the Existing Credit Agreement) prior to the effective date of the Amendment, any such assignment shall be subject to the assignee irrevocable consenting to the Amendment. Any such assignment that does not comply with the foregoing sentence shall be void ab initio. You hereby also agree to retain the Commitment Parties, on an exclusive basis and with economics to be mutually agreed, as joint lead arrangers and joint book-running managers of any credit facility or other bank borrowings or commitments to be entered into by the Borrower or its subsidiaries, in each case, in connection with the Acquisition or the other Transactions contemplated by this Commitment Letter (including any Bank Financings in connection with refinancing any debt incurred in connection with the Transactions or to refinance or replace the Bridge Facility but excluding, for the avoidance of doubt, any amendment and extension of the Existing Credit Agreement) or any similar transaction in which you or any of your affiliates acquires, directly or indirectly, all or any substantial portion of the stock or assets of the Acquired Companies (a "Bank Financing").View More
Commitment. In connection with the foregoing, (a) (i) each of Bank of America, JPMCB and WF Bank America is pleased to advise you of its several commitment to provide 40%, 30% and 30% 100% of the aggregate principal amount of Tranche A of the Bridge Facility, respectively and (ii) each of Bank of America, JPMCB and WF Bank is pleased to advise you of its several commitment to provide 40%, 30% and 30% of the aggregate principal amount of Tranche B of the Bridge Facility, respectively Facility (in each case o...f clauses (i) and (ii) above, in such capacity, the "Initial Lenders"), Lender"), (b) Bank of America, N.A. is pleased to advise you of its willingness, and you hereby engage Bank of America, N.A., to act as the sole and exclusive administrative agent with respect to the Bridge Facility (in such capacity, the "Administrative Agent"), all upon and subject to the terms and conditions set forth in this Commitment Letter, and (c) each of BofA Securities, JPMCB and WF Securities is also pleased to advise you of its willingness, and you hereby engage BofA Securities, JPMCB and WF Securities, Securities to arrange and act as the joint sole lead arrangers arranger and joint bookrunners bookrunning manager (in such capacity, the "Lead Arrangers") Arranger") for the Bridge Facility, and in connection therewith to form a syndicate of lenders for the Bridge Facility in accordance with Section 2 of this Commitment Letter (collectively, the "Lenders"), including Bank of America, JPMCB and WF Bank. America. It is understood and agreed that (x) BofA Securities will have "lead left" placement on all marketing materials relating to the Bridge Facility and (y) no additional agents, co-agents or arrangers will be appointed and no other titles will be awarded with respect to the Bridge Facility without our and your mutual consent. You agree that JPMCB may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC. The commitments of the Initial Lenders Lender in respect of the Bridge Facility and the undertaking of the Lead Arrangers Arranger to provide the services described herein are subject only to the satisfaction of each of the conditions precedent set forth in Section 5 below. In addition, each Initial Lender in each of its capacities as a Lender (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, hereby irrevocably consents to the Amendment and agrees to execute a counterpart to the Amendment (on the terms set forth in the Summary of Amendment Terms attached hereto); provided that (x) any additional terms or conditions to the Amendment and (y) the definitive documentation of such Amendment shall, in each case, be satisfactory to such Initial Lender in its capacity as a Lender under the Existing Credit Agreement; provided further that each such Initial Lender acknowledges and agrees that the terms, conditions and form of an Amendment in substantially the form of Annex I to the Summary of Amendment Terms are satisfactory. Each Initial Lender agrees that if it assigns any portion of its Revolving Commitment (as defined in the Existing Credit Agreement) prior to the effective date of the Amendment, any such assignment shall be subject to the assignee irrevocable consenting to the Amendment. Any such assignment that does not comply with the foregoing sentence shall be void ab initio. You hereby also agree to separately retain the Commitment Parties, on an exclusive basis and with economics to be therein mutually agreed, as joint sole lead arrangers arranger and joint book-running managers manager of the proposed amendments to the Existing Credit Agreements and any other bank credit facility or other bank borrowings or commitments to be entered into by the Borrower or its subsidiaries, in each case, in connection with the Acquisition or the other Transactions contemplated by this Commitment Letter (including any Bank Financings in connection with refinancing any debt incurred in connection with the Transactions such bank credit facility or other bank borrowings or commitments to refinance or replace the Bridge Facility but excluding, for the avoidance of doubt, any amendment and extension of the Existing Credit Agreement) Facility) or any similar transaction entered into during the twelve month period following the date hereof in which you or any of your affiliates acquires, directly or indirectly, all or any substantial portion of the stock or assets of the Acquired Companies (a (each a "Bank Financing"). View More
Commitment. (a) Subject to the terms and conditions hereof, the Purchaser hereby commits to purchase up to $75,000,000, and the Company agrees to issue and sell to the Purchaser such amount of either, at the Company's sole option, (i) forward purchase units at a price per unit equal to the IPO Unit Price, consisting of Class A Shares (the "Forward Purchase Shares") and warrants (the "Forward Purchase Warrants"), with the Forward Purchase Shares having the same terms as the Public Shares offered to the publi...c in the IPO and, if the Public Warrants comprising the Public Units offered to the public in the IPO consist of one-half of one redeemable warrant, the Forward Purchase Warrants comprising the Forward Purchase Units will consist of one-third of one redeemable warrant, and if the Public Warrants comprising the Public Units offered to the public in the IPO consist of one-third of one redeemable warrant, the Forward Purchase Warrants comprising the Forward Purchase Units will consist of one-fourth of one redeemable warrant (such Forward Purchase Shares and Forward Purchase Warrants, collectively, the "Forward Purchase Units") or (ii) Forward Purchase Shares at a price of $9.67 per Forward Purchase Share (such Forward Purchase Shares valued at $9.67 per share, or the Forward Purchase Units, as the case may be, the "Forward Purchase Securities"). (b) If the Purchaser consents to the Business Combination as specified in Section 4(c)(iv) below, the Purchaser shall, in connection with granting such consent, specify the aggregate amount (up to $75,000,000) of the Forward Purchase Securities that the Purchaser shall purchase at Closing (as defined below) (such specified amount is referred to herein as the "Purchase Price"). At least 10 business days prior to the Closing after the Company has received the Purchaser's consent as described in Section 4(c)(iv) below, the Company will provide written notice to the Purchaser, which may be given by email, specifying whether it has elected to issue the Purchaser Forward Purchase Units or Forward Purchase Shares as provided in Section 1(a) hereof.View More
Commitment. (a) Subject to the terms and conditions hereof, the Purchaser hereby commits to purchase up to $75,000,000, $50,000,000, and the Company agrees to issue and sell to the Purchaser such amount amount, of either, at the Company's sole option, (i) forward purchase units units, consisting of shares of Class A Common Stock (the "Forward Purchase Shares") and warrants (the "Forward Purchase Warrants"), at a price per unit equal to the IPO Unit Price, consisting of Class A Shares (the "Forward Purchase ...Shares") and warrants (the "Forward Purchase Warrants"), with the Forward Purchase Shares having the same terms as the Public Shares offered to the public in the IPO and, if the Public Warrants comprising the Public Units offered to the public in the IPO consist of one-half of one redeemable warrant, and the Forward Purchase Warrants comprising the Forward Purchase Units will consist consisting of one-third one-quarter of one redeemable warrant, and if warrant having the Public same terms as the Private Placement Warrants comprising the Public Units offered to the public in the IPO consist of one-third of one redeemable warrant, the Forward Purchase Warrants comprising the Forward Purchase Units will consist of one-fourth of one redeemable warrant (such Forward Purchase Shares and Forward Purchase Warrants, collectively, the "Forward Purchase Units") or (ii) Forward Purchase Shares at a price of $9.67 per Forward Purchase Share (such Forward Purchase Shares valued at $9.67 per share, or the Forward Purchase Units, as the case may be, the "Forward Purchase Securities"). Units"). (b) If the Purchaser consents to the Business Combination as specified in Section 4(c)(iv) below, the Purchaser shall, in connection with granting such consent, specify the aggregate amount (up to $75,000,000) $50,000,000) of the Forward Purchase Securities Units that the Purchaser shall purchase at Closing (as defined below) (such specified amount is referred to herein as the "Purchase Price"). At least 10 business days prior to the Closing after the Company has received the Purchaser's consent as described in Section 4(c)(iv) below, the Company will provide written notice to the Purchaser, which may be given by email, specifying whether it has elected to issue If the Purchaser does not purchase at least $25,000,000 of the Forward Purchase Units or Forward Purchase at Closing, the Purchaser agrees to forfeit and return to the Sponsor 50% of the Purchaser Shares as provided in received pursuant to Section 1(a) hereof. 2(b) of this Agreement that are held by Purchaser at such time. View More
Commitment. In connection with the foregoing, DBNY is pleased to advise you of its commitment to provide 100% of the principal amount of the Initial Term Loan Facility, upon the terms set forth or referred to in this amended and restated commitment letter (together with the exhibits attached hereto, this "Commitment Letter") and in the Summary of Principal Terms and Conditions for the Term Loan Facilities attached hereto as Exhibit B (the "Term Sheet") and subject only to the conditions set forth in the Sum...mary of Conditions Precedent attached hereto as Exhibit C (the "Summary of Conditions").View More
Commitment. In connection with the foregoing, DBNY is pleased to advise you of its commitment to provide 100% of the principal amount of the Committed Initial Term Loan Facility, upon the terms set forth or referred to in this amended and restated commitment letter (together with the exhibits attached hereto, this "Commitment Letter") and in the Summary of Principal Terms and Conditions for the Term Loan Facilities attached hereto as Exhibit B (the "Term Sheet") and subject only to the conditions set forth ...in the Summary of Additional Conditions Precedent attached hereto as Exhibit C (the "Summary of Additional Conditions"). View More
Commitment. Based upon the foregoing responsibilities, Director shall be expected to commit an average of at least 10 hours per month to Company business. Director shall not be expected to dedicate more than 15 hours of time to Company business per month. EX-10.1 3 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 BOARD OF DIRECTORS AGREEMENT THIS BOARD OF DIRECTORS AGREEMENT ("Agreement") is made and entered into as of November 11, 2022 ("Signing Date") and effective as of the date the Company became publicly traded, S...eptember 27, 2022 (the "Effective Date"), by and between Atlis Motor Vehicles, Inc., a Delaware corporation (the "Company") with its principal place of business located at 1828 N. Higley Rd # 116, Mesa, AZ 85205 and Britt Ide, an individual ("Director"). This Agreement replaces and supersedes any previous Board of Directors Agreements between Company and Director still in effect on the Effective Date. If re-elected, this Agreement may be renewed for successive one year terms on the same or different terms. If Director is not duly re-appointed by shareholder vote, Director's term will end ten (10) calendar days following the annual shareholders meeting.View More
Commitment. Based upon the foregoing responsibilities, Director shall be expected to commit an average of at least 10 hours per month to Company business. Director shall not be expected to dedicate more than 15 hours of time to Company business per month. EX-10.1 3 ex10_1.htm EX-10.2 4 ex10_2.htm EXHIBIT 10.1 10.2 Exhibit 10.1 10.2 BOARD OF DIRECTORS AGREEMENT THIS BOARD OF DIRECTORS AGREEMENT ("Agreement") is made and entered into as of November 11, 2022 ("Signing Date") and effective as of the date the Co...mpany became publicly traded, September 27, 2022 (the "Effective Date"), by and between Atlis Motor Vehicles, Inc., a Delaware corporation (the "Company") with its principal place of business located at 1828 N. Higley Rd # 116, Mesa, AZ 85205 and Britt Ide, Caryn Nightengale, an individual ("Director"). This Agreement replaces and supersedes any previous Board of Directors Agreements between Company and Director still in effect on the Effective Date. If re-elected, this Agreement may be renewed for successive one year terms on the same or different terms. If Director is not duly re-appointed by shareholder vote, Director's term will end ten (10) calendar days following the annual shareholders meeting. View More
Commitment. In connection with the foregoing: (a) Bank of America is pleased to provide its commitment to fund the full principal amount of the Incremental Term Facility; (b) if the Required Consent is not obtained, Bank of America is pleased to provide its commitment to fund the full principal amount of the Backstop Facilities; provided that if, subsequent to the date of your acceptance of this Commitment Letter and prior to its expiration in accordance with its terms, the Required Consent is obtained, the... commitment under this clause (b) shall automatically terminate; and (c) MLPFS is pleased to advise you of its willingness, as sole lead arranger and sole bookrunner (in such capacities, the "Lead Arranger") for the Senior Credit Facilities to (i) use commercially reasonable efforts to solicit the Required Consent and (ii) form a syndicate of financial institutions and institutional investors for the Incremental Term Facility and, if the Required Consent is not obtained, the Backstop Facilities (such financial institutions and institutional investors, together with Bank of America and any existing lenders under the Existing Facility Agreement that consent to the Proposed Amendment, the "Lenders"). Bank of America will continue to act as sole Administrative Agent for the Senior Credit Facilities. The Senior Credit Facilities will include customary LIBOR transition and ERISA (lender and borrower) provisions. No additional agents, co-agents, arrangers or bookrunners will be appointed and no other titles will be awarded without the mutual consent of the Company and the Lead Arranger. If any additional arrangers or bookrunners are appointed in accordance with the preceding sentence (each an "Additional Arranger"), you agree (x) each such Additional Arranger (or an affiliate of such Additional Arranger) shall join this Commitment Letter pursuant to customary joinder documentation and the commitment of Bank of America to the Senior Credit Facilities shall be reduced by the amount of the commitment of such Additional Arranger, (y) you may allocate and pay in the aggregate up to (but not more than) 30% of the Underwriting Fee and Backstop Fee (each as defined in the Fee Letter (defined below)) to the Additional Arrangers and (z) MLPFS shall have "left side" designation and shall appear on the top left of any Information Materials (as defined below) and all other offering or marketing materials in respect of the Senior Credit Facilities and shall perform the duties and exercise the authority customarily performed and exercised by it in such role (this paragraph, the "Additional Arranger Paragraph"). As used herein, "syndication" of the Senior Credit Facilities includes the Lead Arranger using commercially reasonable efforts to arrange the Required Consent.View More
Commitment. In connection with the foregoing: (a) Bank of America is pleased to provide its commitment to fund 70% of the full principal amount of the Incremental Term Facility and JPM is pleased to provide its commitment to fund 30% of the principal amount of the Incremental Term Facility; (b) if the Required Consent is not obtained, Bank of America is pleased to provide its commitment to fund 70% of the full principal amount of the Backstop Facilities and JPM is pleased to provide its commitment to fund 3...0% of the principal amount of the Backstop Facilities; provided that if, subsequent to the date of your acceptance of this Commitment Letter and prior to its expiration in accordance with its terms, the Required Consent is obtained, the commitment under this clause (b) shall automatically terminate; and (c) each of MLPFS and JPM is pleased to advise you of its their willingness, as sole joint lead arranger and sole joint bookrunner (in (collectively in such capacities, the "Lead Arranger") Arrangers") for the Senior Credit Facilities to (i) use commercially reasonable efforts to solicit the Required Consent and (ii) form a syndicate of financial institutions and institutional investors for the Incremental Term Facility and, if the Required Consent is not obtained, the Backstop Facilities (such financial institutions and institutional investors, together with Bank of America and any existing lenders under the Existing Facility Agreement that consent to the Proposed Amendment, the "Lenders"). It is understood that JPM may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC. Bank of America will continue to act as sole Administrative Agent for the Senior Credit Facilities. The Senior Credit Facilities will include customary LIBOR transition and ERISA (lender and borrower) provisions. The commitments of Bank of America and JPM hereunder are several and not joint. No additional agents, co-agents, arrangers or bookrunners will be appointed and no other titles will be awarded without the mutual consent of the Company and the Lead Arranger. If any additional arrangers or bookrunners are appointed in accordance with the preceding sentence (each an "Additional Arranger"), you agree (x) each such Additional Arranger (or an affiliate of such Additional Arranger) shall join this Commitment Letter pursuant to customary joinder documentation and the commitment of Bank of America to the Senior Credit Facilities shall be reduced by the amount of the commitment of such Additional Arranger, (y) you may allocate and pay in the aggregate up to (but not more than) 30% of the Underwriting Fee and Backstop Fee (each as defined in the Fee Letter (defined below)) to the Additional Arrangers and (z) MLPFS. MLPFS shall have "left side" designation and shall appear on the top left of any Information Materials (as defined below) and all other offering or marketing materials in respect of the Senior Credit Facilities and shall perform the duties and exercise the authority customarily performed and exercised by it in such role (this paragraph, the "Additional Arranger Paragraph"). role. As used herein, "syndication" of the Senior Credit Facilities includes the Lead Arranger Arrangers using commercially reasonable efforts to arrange the Required Consent. View More
Commitment. In connection with the foregoing, (a) each of JPMCB and DBNY is pleased to advise you of its several and not joint commitment to provide 75% and 25% respectively of the principal amount of the Term B Loan Facility (in such capacities, the "Initial Lenders"), subject only to the conditions set forth in paragraph 5 hereto; and (b) each of JPMCB and DBSI is pleased to advise you of its willingness, and you hereby engage JPMCB and DBSI to act as joint lead arrangers and joint bookrunning managers (i...n such capacities, the "Lead Arrangers") for the Term B Loan Facility, and in connection therewith to form a syndicate of lenders for the Term B Loan Facility (collectively, the "Lenders"), in consultation with you and reasonably acceptable to you. It is understood and agreed that (x) JPMCB shall have "top left" placement in any listing of the Lead Arrangers, (y) JPMCB shall act as administrative agent for the Term B Loan Facility (in such capacity, the "Administrative Agent") and (z) JPMCB may perform its responsibilities hereunder as a Lead Arranger through its affiliate, J.P. Morgan Securities LLC. Notwithstanding anything to the contrary contained herein, the commitments of the Initial Lenders with respect to the initial fundings of the Term B Loan Facility will be subject only to the satisfaction (or waiver by the Initial Lenders) of the conditions precedent set forth in paragraph 5 hereof. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in Annexes I and II hereto (the "Summary of Terms"). You agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender expressly in order to obtain its commitment to participate in the Term B Loan Facility unless you and we shall so agree.View More
Commitment. In connection with the foregoing, (a) each of JPMCB and DBNY is pleased to advise you of its several and not joint commitment to provide 75% and 25% respectively 100% of the principal amount of the Term B Loan Facility (in such capacities, capacity, the "Initial Lenders"), Lender"), subject only to the conditions set forth in paragraph 5 hereto; and (b) each of JPMCB and DBSI is pleased to advise you of its willingness, and you hereby engage JPMCB and DBSI to act as joint the sole lead arrangers... arranger and joint sole bookrunning managers manager (in such capacities, the "Lead Arrangers") Arranger") for the Term B Loan Facility, and in connection therewith to form a syndicate of lenders for the Term B Loan Facility (collectively, the "Lenders"), in consultation with you and reasonably acceptable to you. It is understood and agreed that (x) JPMCB shall have "top left" placement in any listing of the Lead Arrangers, (y) JPMCB shall act as administrative agent for the Term B Loan Facility (in such capacity, the "Administrative Agent") and (z) (y) JPMCB may perform its responsibilities hereunder as a Lead Arranger through its affiliate, J.P. Morgan Securities LLC. Notwithstanding anything to the contrary contained herein, the commitments commitment of the Initial Lenders Lender with respect to the initial fundings of the Term B Loan Facility will be subject only to the satisfaction (or waiver by the Initial Lenders) Lender) of the conditions precedent set forth in paragraph 5 hereof. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in Annexes I and II hereto (the "Summary of Terms"). You agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender expressly in order to obtain its commitment to participate in the Term B Loan Facility unless you and we shall so agree. View More
Commitment. In connection with the foregoing, (a) Royal Bank and BMO are pleased to advise you of their commitment to provide, on a several and not joint basis, 75% and 25%, respectively, of the principal amount of the Term B Loan Facility (in such capacity, together with any Additional Arranger appointed as described below, the "Initial Lenders"), subject only to the conditions set forth in paragraph 5 hereto; and (b) RBCCM and BMOCM are pleased to advise you of their willingness, and you hereby engage RBC...CM and BMOCM, to act as joint lead arrangers and joint bookrunning managers (in such capacities, together with any Additional Arranger appointed as described below, the "Lead Arrangers") for the Term B Loan Facility, and in connection therewith to form a syndicate of lenders for the Term B Loan Facility (collectively, the "Lenders"), in consultation with you and reasonably acceptable to you. It is understood and agreed that (x) Royal Bank and RBCCM shall have "top left" placement in any listing of the Lead Arrangers and (y) Royal Bank shall act as administrative agent for the Term B Loan Facility (in such capacity, the "Administrative Agent"). Notwithstanding anything to the contrary contained herein, the commitments of the Initial Lenders with respect to the funding of the Term B Loan Facility will be subject only to the satisfaction (or waiver by the Initial Lenders) of the conditions precedent set forth in paragraph 5 hereof. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in Annexes I and II hereto (the "Summary of Terms"). Except as set forth below, you agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter and the administrative agent fee letter between you and Royal Bank dated September 19, 2016 (the "Administrative Agent Fee Letter") referred to below) will be paid to any Lender in respect of the Term B Loan Facility unless you and we shall so agree; provided that you may, on or prior to the date which is 20 business days after the date of the Original Commitment Letter, appoint one additional joint bookrunner, arranger, agent, co-agent, manager or co-manager (the "Additional Arranger") for the Term B Loan Facility, and award such Additional Arranger titles in a manner and with economics set forth in the immediately succeeding proviso (it being understood that, to the extent you appoint such Additional Arranger or confer other titles in respect of the Term B Loan Facility, then, notwithstanding anything in paragraph 2 to the contrary, the commitments of Royal Bank in respect of the Term B Loan Facility, in each case pursuant to and in accordance with this proviso, will be permanently reduced by the amount of the commitments of such appointed entities (or their relevant affiliates) in respect of the Term B Loan Facility, with such reduction allocated to reduce the commitments of Royal Bank in respect of the Term B Loan Facility at such time, upon the execution by such Additional Arranger (and any relevant affiliate) of customary joinder documentation and, thereafter, each such Additional Arranger (and any relevant affiliate) shall constitute a "Commitment Party" and/or "Lead Arranger" hereunder and it or its relevant affiliate providing such commitment shall constitute an "Initial Lender" hereunder); provided, further, that, in connection with the appointment of such Additional Arranger in accordance with the immediately preceding proviso, (a) the aggregate economics payable to such Additional Arranger (or any relevant affiliate thereof) in respect of the Term B Loan Facility shall not exceed 10% of the total underwriting economics payable to the Commitment Parties in respect of the Term B Loan Facility pursuant to the Fee Letter (exclusive of any fees payable to the Administrative Agent in its capacity as such), (b) such Additional Arranger (or its relevant affiliates) shall not receive a greater percentage of the economics in respect of the Term B Loan Facility than BMO and (c) such Additional Arranger (or its relevant affiliates) shall assume a proportion of the commitments with respect to the Term B Loan Facility that is equal to the proportion of the economics allocated to such Additional Arranger pursuant to customary joinder documentation executed by such Additional Arranger (and any relevant affiliate).View More
Commitment. In connection with the foregoing, (a) Royal Bank and BMO are JPMCB is pleased to advise you of their its commitment to provide, on a several and not joint basis, 75% and 25%, respectively, provide 100% of the principal amount of each of the Term B Loan Facility Facilities (in such capacity, capacities, together with any Additional Arranger Arrangers appointed as described below, the "Initial Lenders"), in each case, subject only to the conditions set forth in paragraph 5 hereto; and (b) RBCCM an...d BMOCM are JPMCB is pleased to advise you of their its willingness, and you hereby engage RBCCM and BMOCM, JPMCB to act as a joint lead arrangers arranger and a joint bookrunning managers manager (in such capacities, together with any Additional Arranger Arrangers appointed as described below, the "Lead Arrangers") for the Term B Loan Facility, Facilities, and in connection therewith to form a syndicate of lenders for the Term B Loan Facility Facilities (collectively, the "Lenders"), in consultation with you and reasonably acceptable to you. It is understood and agreed that (x) Royal Bank and RBCCM JPMCB shall have "top left" placement in any listing of the Lead Arrangers and Arrangers, (y) Royal Bank JPMCB shall act as administrative agent for the Term B Loan Facility Facilities (in such capacity, the "Administrative Agent"). Agent") and (z) JPMCB may perform its responsibilities hereunder as a Lead Arranger through its affiliate, J.P. Morgan Securities LLC. Notwithstanding anything to the contrary contained herein, the commitments of the Initial Lenders with respect to the funding initial fundings of the Term B Loan Facility Facilities will be subject only to the satisfaction (or waiver by the Initial Lenders) of the conditions precedent set forth in paragraph 5 hereof. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in Annexes I and II hereto (the "Summary of Terms"). Except as set forth below, you agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter and the administrative agent fee letter between you and Royal Bank dated September 19, 2016 (the "Administrative Agent Fee Letter") referred to below) will be paid to any Lender in respect order to obtain its commitment to participate in any of the Term B Loan Facility Facilities unless you and we shall so agree; provided that you may, on or prior to the date which is 20 10 business days after the date of the Original your acceptance of this Commitment Letter, appoint one up to two additional joint bookrunner, arranger, agent, co-agent, manager bookrunners, arrangers, agents, co-agents, managers or co-manager co-managers (the "Additional Arranger") Arrangers") for the Term B Loan Facility, Facilities, and award such Additional Arranger Arrangers titles in a manner and with economics set forth in the immediately succeeding proviso (it being understood that, to the extent you appoint such any Additional Arranger or confer other titles in respect of the Term B Loan Facility, Facilities, then, notwithstanding anything in paragraph 2 to the contrary, the commitments of Royal Bank the Initial Lenders in respect of the Term B Loan Facility, Facilities, in each case pursuant to and in accordance with this proviso, will be permanently reduced by the amount of the commitments of such appointed entities (or their relevant affiliates) in respect of the Term B Loan Facility, Facilities, with such reduction allocated to reduce the commitments of Royal Bank the Initial Lenders in respect of the Term B Loan Facility Facilities at such time, time (excluding any Initial Lender that becomes a party hereto pursuant to this proviso) on a pro rata basis according to the respective amounts of their commitments, upon the execution by such Additional Arranger (and any relevant affiliate) of customary joinder documentation and, thereafter, each such Additional Arranger (and any relevant affiliate) shall constitute a "Commitment Party" and/or "Lead Arranger" hereunder and it or its relevant affiliate providing such commitment shall constitute an "Initial Lender" hereunder); provided, further, that, in connection with the appointment of such any Additional Arranger in accordance with the immediately preceding proviso, (a) the aggregate economics payable to all such Additional Arranger Arrangers (or any relevant affiliate thereof) in respect of the Term B Loan Facility Facilities shall not exceed 10% 25% of the total underwriting economics payable to the Commitment Parties in respect of the Term B Loan Facility Facilities pursuant to the Fee Letter (exclusive of any fees payable to the Administrative Agent in its capacity as such), such and exclusive of ticking fees accruing prior to the date of such joinder), (b) such no Additional Arranger (or its relevant affiliates) shall not receive a greater percentage of the economics in respect of the Term B Loan Facility Facilities than BMO JPMCB and (c) such each Additional Arranger (or its relevant affiliates) shall assume a proportion of the commitments with respect to the Term B Loan Facility Facilities that is equal to the proportion of the economics allocated to such Additional Arranger pursuant to customary joinder documentation executed by such Additional Arranger (and any relevant affiliate). 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Commitment. During the Employment Period (as defined in Section 3 below), you must devote your full working time and attention to the Company. During the Employment Period, you must not engage in any employment, occupation, consulting or other similar activity without your Supervisor's prior written consent; provided, however, that you may (i) serve in any capacity with any professional, community, industry, civic (including governmental boards), educational, charitable, or other non-profit organization, (i...i) serve on any for-profit entity board, with the prior written consent of your Supervisor, and (iii) subject to HMS Holdings' conflict of interest policies, make investments in other businesses and manage your and your family's personal investments and legal affairs; provided that any such activities described in clauses (i)-(iii) above do not materially interfere with the performance of your duties for the Company and do not otherwise violate this Agreement or any other written agreement between the Company and you. You will perform your services under this Agreement primarily at the Company's offices in Irving, TX or at such place or places as you and the Company may agree. You understand and agree that your employment will require travel from time to time in a manner consistent with Company policy.View More
Commitment. During the Employment Period (as defined in Section 3 below), you must devote your full working time and attention to the Company. During the Employment Period, you must not engage in any employment, occupation, consulting or other similar activity without your Supervisor's prior written consent; provided, however, that you may (i) serve in any capacity with any professional, community, industry, civic (including governmental boards), educational, charitable, or other non-profit organization, (i...i) serve on any for-profit entity board, with the prior written consent of your Supervisor, and (iii) subject to HMS Holdings' conflict of interest policies, make investments in other businesses and manage your and your family's personal investments and legal affairs; provided that any such activities described in clauses (i)-(iii) above do not materially interfere with the performance of your duties for the Company and do not otherwise violate this Agreement or any other written agreement between the Company and you. consent. You will perform your services under this Agreement primarily at the Company's offices in Irving, TX TX. or at such place or places as you and the Company may agree. You understand and agree that your employment will require travel from time to time in a manner consistent with Company policy. View More
Commitment. Executive will devote substantially all of his business time and best efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not interfere with the performance of his duties and responsibilities hereunder and do not conflict with the financial, fiduciary or other interests of the Company, as determined in the sole discretion of the Chief Executive Officer of the Company, to manage his passive personal investme...nts and to serve on corporate, civic, charitable and industry boards or committees. Notwithstanding the foregoing, Executive agrees that he shall only serve 1 on for-profit boards of directors or for-profit advisory committees if such service is approved in advance in the sole discretion of the Chief Executive Officer of the Company.View More
Commitment. Executive will devote substantially all of his her business time and best efforts to the performance of his her duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not interfere with the performance of his her duties and responsibilities hereunder and do not conflict with the financial, fiduciary or other interests of the Company, Company (or its Affiliates), as determined in the sole discretion of the Chief Executive Officer of the Company..., to manage his her passive personal investments and to serve on corporate, civic, charitable and industry boards or committees. Notwithstanding the foregoing, Executive agrees that he she shall only serve 1 on for-profit boards of directors or for-profit advisory committees if such service is approved in advance in the sole discretion of the Chief Executive Officer of the Company. View More
Commitment. Executive will devote substantially all of his business time and best efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not interfere with the performance of his duties and responsibilities hereunder and do not conflict with the financial, fiduciary or other interests of the Company, as determined in the sole discretion of the Chief Executive Officer Board of the Company, to manage his passive personal in...vestments and to serve on corporate, civic, charitable and industry boards or committees. Notwithstanding the foregoing, Executive agrees that he shall only serve on for- 1 on for-profit profit boards of directors or for-profit advisory committees if such service is approved in advance in the sole discretion of the Chief Executive Officer Board of the Company. View More
