Financing contingency clause samples

The Company's Tender Offer Recommendation Statement described a potential buyer, Financial Acquirer B ("Acquirer B"), who on March 24th submitted an indication of interest at $4.30 -- and a subsequent increase to $4.45 on April 1st -- with no financing contingency. On April 24th, Acquirer B said they could not further increase their $4.45 indication absent additional information from the Company.

Staples has sufficient resources to finance the transaction, so our obligation to proceed with the transaction is not subject to a financing contingency. With respect to regulatory approvals, Staples is prepared to take all necessary measures to divest ODP’s B2B Business to a FTC approved and qualified buyer concurrently with the closing of the overall transaction, thereby satisfying any reasonably anticipated regulatory objections.

We strongly believe our revised all-cash binding proposal provides a highly attractive premium to the Company’s trading prices and great deal certainty to the shareholders of the Company. As noted in the Original Proposal, the proposed acquisition can be executed and consummated quickly as it is not a Schedule 13E-3 transaction and will not include any financing contingency. Also given the Consortium’s immense familiarity of the business and operations of the Company, we will be able to enter into definitive agreements expeditiously.

Shareholders of KEMET will receive $27.20 per share in cash, which is not subject to a financing contingency. Yageo is similar to KEMET with a complete product portfolio and capabilities on a global scale, including production and sales facilities in Asia, Europe and the Americas.

As I stated earlier, and is in our joint press release, the transaction is not subject to a financing contingency. Yageo intends to fund the transaction with a combination of cash on hand and committed financing. We would expect to close the transaction in the second half of 2020, subject to customary closing conditions, which including KEMET shareholder approval and the receipt of required regulatory approvals in various jurisdictions in which we operate.

We have retained Citi as our financial adviser and our Proposal does not include any financing contingency. As a privately-held investment fund with full discretion over the investment of the funds we manage, we do not require any corporate or shareholder approvals to consummate a transaction.

The Proposal also provides greater deal certainty to the shareholders of the Company. The transaction can be executed and consummated quickly as the Acquisition is not a Schedule 13E-3 transaction and will not include any financing contingency. Given the Consortium’s familiarity of the business and operations of the Company, we will be able to enter into definitive agreements expeditiously without the need of extensive or prolonged due diligence. We have also conducted an analysis of the regulatory approvals that would be required in connection with the Acquisition and do not anticipate any material antitrust or other regulatory issues that would extend the normal timetable for closing a transaction of this nature.

Our proposal is not subject to any financing contingency. We have had in-depth discussions with J.P. Morgan, which is highly confident Emerson can finance the cash portion of the transaction with a combination of cash on our balance sheet and newly issued debt.

The transaction is not subject to a financing contingency. Yageo intends to fund the transaction with a combination of cash on hand and committed financing.

The closing of the transaction is subject to customary conditions, due diligence, confirmation of title, and finalization of documentation; however, closing is not conditioned upon satisfaction of any financing contingency. The Company intends to finance the purchase price with a combination of cash on hand, borrowings under its revolving credit facility and capital markets financing.

The Arrangement will be subject to shareholder approval of both Edgewater and Alithya at special shareholder meetings. The Arrangement is also subject to regulatory approvals, court approvals, required consents, the registration and listing of New Alithya shares and other customary closing conditions. There is no financing contingency. Assuming that all closing conditions are met or waived, the Arrangement is expected to be completed during the third quarter of 2018. Both Edgewater and Alithya have agreed, subject to customary conditions, not to solicit offers or acquisition proposals, to provide a right to match any superior proposal received on an unsolicited basis, and to pay a reciprocal transaction fee of US$4million or to reimburse expenses up to US$2million in specified circumstances, including Edgewater not obtaining its requisite shareholder approval.