Common use of Compliance and Resolution Clause in Contracts

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency of a failure to comply with Borrower’s obligations under this Addendum, then (x) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender and any governmental regulatory agency, and (y) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: , 2013 Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: ViewRay Incorporated (“Borrower”) hereby requests from Agent and Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000) on , (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Viewray Inc), Loan and Security Agreement (Viewray Inc)

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Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: , 2013 20[ ] Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 xxxxx@xxxxxxxxxxxx.xxx Attn: ViewRay Incorporated Constellation Pharmaceuticals, Inc., a Delaware corporation (“Borrower”) hereby requests from Agent and Hercules Technology IIICapital, L.P. Inc. (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000$ ) on , (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.. Please:

Appears in 2 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Constellation Pharmaceuticals Inc)

Compliance and Resolution. Borrower Xxxxxxxx agrees that a failure to comply with BorrowerXxxxxxxx’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lenders believe that there is a substantial risk of such assertion) that Agent, Lender Lenders and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender Lenders by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and LenderLenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lenders believe that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xy) Agent, Lender Xxxxxxx and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lenders, and any governmental regulatory agency, and (yz) upon request of Lender Lenders or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. any Lender and Hercules Technology Growth Capital, Inc. required for compliance with the rules Certain information has been omitted from this Exhibit 10.1 because it is both (i) not material and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: , 2013 Hercules Technology Growth Capital, Inc. (the “Agent”ii) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: ViewRay Incorporated (“Borrower”) hereby requests from Agent and Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000) on , (the “Advance Date”) pursuant would likely cause competitive harm to the Loan and Security Agreement dated as of December [ ]Company, 2013 among Borrower, if publicly disclosed. Double asterisks [**] denote omissions. ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.Terms

Appears in 2 contracts

Samples: Loan and Security Agreement (Gritstone Bio, Inc.), Loan and Security Agreement (Gritstone Bio, Inc.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology II, L.P., Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: __________, 2013 20[__] Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 xxxxx@xxxxxxxxxxxx.xxx Attn: ViewRay Incorporated Tricida, Inc. (“Borrower”) hereby requests from Agent Hercules Capital, Inc. and Hercules Technology III, L.P. (each, a “Lender”) an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on ______________, _____ (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ]February 28, 2013 2018 (as amended, restated, supplemented or modified from time to time, the “Agreement”) among Borrower, Agent and Lender (the “Agreement”)lenders party thereto. Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Tricida, Inc.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology II, L.P., Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: , 2013 2014 Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: ViewRay Incorporated Celladon Corporation (“Borrower”) hereby requests from Agent and Hercules Technology Growth Capital, Inc. or Hercules Technology III, L.P. L.P., as applicable (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000$ ) on , (the “Advance Date”) pursuant to as a [CHECK APPROPRIATE BOX]: [ ] First Tranche Advance [ ] Second Tranche Advance under the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender dated July 31, 2014 (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Celladon Corp)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that Agent, there is a substantial risk of such assertion) that Lender and their its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (x) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, AgentLender, Lender and any governmental regulatory agency, and (y) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: AgentLender: Date: March , 2013 2009 Hercules Technology Growth CapitalII, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 L.P. Facsimile: 000-000-0000 Attn: ViewRay Incorporated DICERNA PHARMACEUTICALS, INC. (“Borrower”) hereby requests from Agent and Hercules Technology IIITechnology. II, L.P. (collectively “Lender”) an Advance in the amount of Fifteen Two Million Dollars ($15,000,0002,000,000) on , (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Dicerna Pharmaceuticals Inc)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: B SECURED TERM PROMISSORY NOTE $[ ],000,000 Advance Date: ___ __, 2013 20[ ] Maturity Date: ___ __, 20[ ] FOR VALUE RECEIVED, Paratek Pharmaceuticals, Inc., a Delaware corporation, and Paratek Pharma, LLC, a Delaware limited liability company, for themselves and each of their Qualified Subsidiaries (individually and collectively, jointly and severally, the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a rate as set forth in Section 2.1(c) of the Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Amended and Restated Loan and Security Agreement dated June 27, 2019, by and among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER FOR ITSELF: PARATEK PHARMACEUTICALS, INC. By: Title: PARATEK PHARMA, LLC By: Title: EXHIBIT F COMPLIANCE CERTIFICATE Hercules Capital, Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: ViewRay Incorporated (“Borrower”) hereby requests from Agent Reference is made to that certain Amended and Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000) on , (the “Advance Date”) pursuant to the Restated Loan and Security Agreement dated June 27, 2019 and the Loan Documents (as of December [ ]defined therein) entered into in connection with such Amended and Restated Loan and Security Agreement all as may be amended from time to time (hereinafter referred to collectively as the “Loan Agreement”) by and among Hercules Capital, 2013 among BorrowerInc., Agent the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Lender”) and Hercules Capital, Inc., as agent for the Lender (the “AgreementAgent)) and Paratek Pharmaceuticals, Inc. and Paratek Pharma, LLC (individually and collectively, jointly and severally, the “Borrower”) as Borrower. Capitalized words and other All capitalized terms used but not otherwise defined herein are used with shall have the same meanings meaning as defined in the Loan Agreement.. The undersigned is an Officer of Borrower, knowledgeable of all Borrower financial matters, and is authorized to provide certification of information regarding Borrower; hereby certifies, in such capacity, that in accordance with the terms and conditions of the Loan Agreement, except as set forth below, (i) Borrower is in compliance for the period ending ___________ of all covenants, conditions and terms and (ii) hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies that these are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year end adjustments) and are consistent from one period to the next except as explained below. EXCEPTION(S):___________________________________________________________________________________________________________________________________________________________________________________________________________________________ REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 30 days Interim Financial Statements Quarterly within 45 days Audited Financial Statements FYE within 90 days FINANCIAL COVENANT REQUIRED ACTUAL Cash Management Lesser of (i) one (1) times the outstanding Secured Obligations of Borrower to Lender or (ii) one hundred percent (100%) of all cash of Borrower and its Subsidiaries (other than cash held in (a) Excluded Accounts, (b) accounts maintained by an SPE in the ordinary course or (c) other accounts in an aggregate amount not in excess of One Hundred Thousand Dollars ($100,000.00)). Minimum Cash/Net Revenue (prior to the occurrence of the 2019 Extension Event) Either (i) ($25,000,000) in an account subject to an Account Control Agreement in favor of Agent, tested at all times, or (ii) achieve, calculated on a trailing six (6) month basis and tested as of the last day of each calendar quarter, net revenue (determined in accordance with GAAP) from the sale of its Omadacycline product of no less than eighty-five percent (85.0%) of the projected net revenues set forth in the Forecast. Cash (after the occurrence of the 2019 Extension Event) One (1) times the outstanding Secured Obligations of Borrower to Lender in an account in the name of Borrower and subject to an Account Control Agreement INELIGIBLE SUBSIDIARIES Name of Ineligible Subsidiary Value of Assets Annual Revenue Depository AC # Financial Institution Account Type (Depository / Securities) Last Month Ending Account Balance Purpose of Account BORROWER Name/Address: (Signature page to Compliance Certificate) 4 6 7 BORROWER SUSIDIARY / AFFILIATE COMPANY Name/Address 1 2 4 6 7 Very Truly Yours, PARATEK PHARMACEUTICALS, INC. By: ____________________________ Name: _____________________________ Title:______________________________ PARATEK PHARMA, LLC By: ____________________________ Name: _____________________________ Title:______________________________ (Signature page to Compliance Certificate) EXHIBIT G

Appears in 1 contract

Samples: Loan and Security Agreement (Paratek Pharmaceuticals, Inc.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that Agent, there is a substantial risk of such assertion) that Lender and their its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, AgentLender, Lender and any governmental regulatory agency, and (yii) upon request of Lender or AgentLender, Borrower will cooperate and assist with any assignment of the financing agreements among from Hercules Technology IIIII, L.P. and to Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: AgentLender: Date: __________, 2013 2010 Hercules Technology Growth CapitalII, Inc. (the “Agent”) 000 L.P. 400 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000600-000-0000 Attn: ViewRay Incorporated POLYMEDIX, INC. and POLYMEDIX PHARMACEUTICALS, INC. (Collectively, “Borrower”) hereby requests from Agent and Hercules Technology IIIII, L.P. (“Lender”) an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on ______________, 2010 (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Polymedix Inc)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (x) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (y) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P., Hercules Technology II, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. 42 Exhibit 10.1 Execution Version EXHIBIT A ADVANCE REQUEST To: Agent: Date: [●], 2013 2016 Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 xxxxx@xxxxxxxxxxxx.xxx Attn: ViewRay Incorporated [Advance request to be provided to each Lender] Bellicum Pharmaceuticals, Inc. (“Borrower”) hereby requests from Agent and [Hercules Capital, Inc.]/[Hercules Technology III, L.P. L.P.]/[ Hercules Technology II, L.P.] (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000) [●] on [●], 201[●] (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.. Please: (a) Issue a check payable to Borrower ________ or (b) Wire Funds to Borrower’s account ________ Bank: _____________________________ Address: _____________________________ _____________________________ ABA Number: _____________________________ Account Number: ____________________________ Account Name: _____________________________ Contact Person: _____________________________ Phone Number _____________________________

Appears in 1 contract

Samples: Loan and Security Agreement

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: , 2013 20 Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 xxxxx@xxxxxxxxxxxx.xxx Attn: ViewRay Incorporated ANTARES PHARMA, INC. (“Borrower”) hereby requests from Agent and [Hercules Capital, Inc.] [Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000$ ) on , (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.. Please:

Appears in 1 contract

Samples: Loan and Security Agreement (Antares Pharma, Inc.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s 's obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s 's obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s 's obligations under this Addendum, then (x) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (y) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among between Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: [●], 2013 2016 Hercules Technology Growth Capital, Inc. (the "Agent") 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 xxxxx@xxxxxxxxxxxx.xxx Attn: ViewRay Incorporated [Advance request to be provided to each Lender] CytRx Corporation ("Borrower") hereby requests from Agent and [Hercules Technology Growth Capital, Inc.]/[Hercules Technology III, L.P. L.P.] ("Lender") an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on [___], 201[6] (the "Advance Date") pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the "Agreement"). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Cytrx Corp)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P., Hercules Technology IV, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: _______________, 2013 2018 Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 Attn: ViewRay Incorporated (“Borrower”) hereby requests from Agent and Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000) on , (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.xxxxx@xxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Loan and Security Agreement (Arsanis, Inc.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates Affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: , 2013 [●] Hercules Technology Growth Capital, Inc. (the “Agent”) 000 400 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000600-000-0000 Attn: ViewRay Incorporated Mast Therapeutics, Inc. (“Borrower”) hereby requests from that Agent and Hercules Technology III, L.P. direct the applicable lender (“Lender”) to make an Advance in the amount of Fifteen Million Dollars ($15,000,000) [●] on , [●] (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Mast Therapeutics, Inc.)

Compliance and Resolution. Each Borrower agrees that a failure to comply with such Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or the Lender believes that Agent, there is a substantial risk of such assertion) that the Lender and their its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lender by any Borrower, will constitute a breach of the obligations of such Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent between the Borrowers and the Lender. In the event of (i) a failure to comply with any Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or the Lender believes that there is a substantial risk of such assertion) of a failure to comply with any Borrower’s obligations under this Addendum, then (xi) Agent, the Lender and Borrower the Borrowers will meet and resolve any such issue in good faith to the satisfaction of Borrowerthe Borrowers, Agentthe Lender, Lender and any governmental regulatory agency, and (yii) upon request of Lender or Agentthe Lender, each Borrower will cooperate and assist with any assignment of the financing agreements among from Hercules Technology IIIII, L.P. and to Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: AgentLender: Date: [__________], 2013 2011 Hercules Technology II, L.P. Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: ViewRay Incorporated [_______________] Anthera Pharmaceuticals, Inc. (the Administrative Borrower”) hereby requests from Agent Hercules Technology II, L.P. and Hercules Technology IIIGrowth Capital, L.P. Inc. (collectively, the “Lender”) an Advance in the amount of Fifteen Twenty-Five Million Dollars ($15,000,00025,000,000) on [______________], 2011 (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among between the Administrative Borrower, Agent the other borrowers from time to time party thereto, the Lender, and Lender Hercules Technology II, L.P. in its capacity as the collateral agent (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.. Please:

Appears in 1 contract

Samples: Loan and Security Agreement (Anthera Pharmaceuticals Inc)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: __________, 2013 2016 Hercules Technology Growth Capital, Inc. (the “Agent”) 000 400 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 FacsimileEmail: 000-000-0000 Attn: ViewRay Incorporated (“Borrower”) hereby requests from Agent and Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000) on , (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.lxxxx@xxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Loan and Security Agreement (Phaserx, Inc.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that Agent, there is a substantial risk of such assertion) that Lender and their its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will will, subject to the provisions in the remainder of this clause (i), constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xA) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, AgentLender, Lender and any governmental regulatory agency, and (yB) upon request of Lender or AgentLender, Borrower will cooperate and assist with any assignment of the financing agreements among from Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: , 2013 to Hercules Technology Growth Capital, Inc. (the “AgentAssignment Remedy). Notwithstanding anything to the contrary in this Agreement, pending the completion of such resolution meeting pursuant to clause (B) above, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: November 24, 2010 Hercules Technology Growth Capital, Inc. Hercules Technology III, L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: ViewRay Incorporated Xxxxx Xxxx PACIRA PHARMACEUTICALS, INC., a Delaware corporation and Pacira Pharmaceuticals, Inc., a California corporation (individually, a “Borrower” and collectively, the “Borrowers”) hereby requests request from Agent Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. (collectively “Lender”) an Advance two Advances in the aggregate amount of Fifteen Million Dollars $26,250,000 (consisting of one Term Loan A Loan of $15,000,000) 11,250,000 and one Term Loan B Loan of $15,000,000 on November 24, 2010 (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent between Borrowers and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Pacira Pharmaceuticals, Inc.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: :__________, 2013 20__ Hercules Technology Growth Capital, Inc. (the “Agent”) 000 400 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 lexxx@xxxxxxxxxxxx.xxx Attn: ViewRay Incorporated TG Therapeutics, Inc., a Delaware corporation (the “Parent”) and TG Biologics, Inc. a Delaware corporation (“TG Bio”; together with Parent, individually and collectively, jointly and severally, the “Borrower”) hereby requests from Agent Hercules Capital, Inc., and Hercules Technology III, L.P. (collectively “Lender”) an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on ______________, _____ (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.. Please:

Appears in 1 contract

Samples: Loan and Security Agreement (Tg Therapeutics, Inc.)

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Compliance and Resolution. Borrower Xxxxxxxx agrees that a failure to comply with BorrowerXxxxxxxx’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Xxxxxx believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender Xxxxxx and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology IIICapital, Inc., Hercules Private Credit Fund I L.P. and Hercules Technology Private Global Venture Growth Capital, Inc. required for compliance with Fund I L.P. ​ Certain identified information has been excluded from the rules document because it is both (i) not material and regulations under the SBIC Act(ii) would be competitively harmful if publicly disclosed. EXHIBIT A ADVANCE REQUEST To: Agent: Date: , 2013 20 ​ ​ ​ ​ ​ ​ Hercules Technology Growth Capital, Inc. (the “Agent”) ​ ​ 000 Xxxxxxxx Xxxxxx, Suite 310 ​ ​ Palo Alto, CA 94301 Facsimile​ ​ email: 000-000-0000 xxxxx@xxxxxxxxxxxx.xxx ​ ​ Attn: ViewRay Incorporated ​ ​ TG Therapeutics, Inc., a Delaware corporation (the “Parent”) and TG Biologics, Inc. a Delaware corporation (“TG Bio”; together with Parent, together with each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Agreement (as defined below) individually and collectively, jointly and severally, the “Borrower”) hereby requests from Agent Hercules Capital, Inc., Hercules Private Credit Fund I L.P. and Hercules Technology III, Private Global Venture Growth Fund I L.P. (collectively “Lender”) an Advance in the amount of Fifteen Million ​ ​ Dollars ($15,000,000​ ​) on , (the on​ ​,​ ​(the “Advance Date”) pursuant to the Amended and Restated Loan and Security Agreement Agreement, dated as of December [ ]30, 2013 2021, among Borrower, Agent and Lender (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Tg Therapeutics, Inc.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: June , 2013 2014 Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: ViewRay Incorporated Lithera, Inc. (“Borrower”) hereby requests from Agent and Hercules Technology III, L.P. L.P.] (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000$ ) on , (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Neothetics, Inc.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology IIIII, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: __________, 2013 20__ Hercules Technology Growth CapitalII, Inc. L.P. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 xxxxx@xxxxxxxxxxxx.xxx Attn: ViewRay Incorporated AcelRx Pharmaceuticals, Inc. (“Borrower”) hereby requests from Agent Hercules Technology II, L.P. and Hercules Technology IIICapital Funding Trust 2014-1 (collectively, L.P. (“Lender”) an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on ______________, _____ (the “Advance Date”) pursuant to the Amended and Restated Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Acelrx Pharmaceuticals Inc)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology IIIII, L.P. L.P., and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: __________, 2013 20__ Hercules Technology Growth Capital, Inc. (the “Agent”) 000 400 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000600-000-0000 Attn: ViewRay Incorporated ChromaDex Corporation (“Borrower”) hereby requests from Agent and Hercules Technology IIIGrowth Capital, Inc. (“Agent”), as agent for Hercules Technology II, L.P. (“Lender”) an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on ______________, _____ (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (ChromaDex Corp.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that Agent, there is a substantial risk of such assertion) that Lender and their its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, AgentLender, Lender and any governmental regulatory agency, and (yii) upon request of Lender or AgentLender, Borrower will cooperate and assist with any assignment of the financing agreements among from Hercules Technology III, L.P. and to Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: AgentLender: Date: June , 2013 Hercules Technology Growth CapitalIII, Inc. (the “Agent”) L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: ViewRay Incorporated Rockwell Medical, Inc. (“Borrower”) hereby requests from Agent and Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Twenty Million Dollars ($15,000,00020,000,000.00) on June 14, 2013 (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Rockwell Medical, Inc.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology IIIII, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: ___________, 2013 2006 Hercules Technology Growth CapitalII, Inc. L.P. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 xxxxx@xxxxxxxxxxxx.xxx Attn: ViewRay Incorporated AcelRx Pharmaceuticals, Inc. (“Borrower”) hereby requests from Agent Hercules Technology II, L.P. and Hercules Technology IIICapital Funding Trust 2014-1 (collectively, L.P. (“Lender”) an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on ______________, _____ (the “Advance Date”) pursuant to the Amended and Restated Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Acelrx Pharmaceuticals Inc)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (x) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (y) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P., Hercules Technology II, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. Exhibit 10.1 Execution Version EXHIBIT A ADVANCE REQUEST To: Agent: Date: [●], 2013 2016 Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 xxxxx@xxxxxxxxxxxx.xxx Attn: ViewRay Incorporated [Advance request to be provided to each Lender] Bellicum Pharmaceuticals, Inc. (“Borrower”) hereby requests from Agent and [Hercules Capital, Inc.]/[Hercules Technology III, L.P. L.P.]/[ Hercules Technology II, L.P.] (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000) [●] on [●], 201[●] (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Bellicum Pharmaceuticals, Inc)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology II, L.P., Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A FORM OF ADVANCE REQUEST To: Agent: Date: , 2013 20[ ] Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 xxxxx@xxxxxxxxxxxx.xxx Attn: ViewRay Incorporated MOTIF BIOSCIENCES INC. (“Borrower”) hereby requests from Agent each of Hercules Technology II, L.P. and Hercules Technology III, L.P. (collectively, “Lender”) an Advance in the aggregate amount of Fifteen Million Dollars ($15,000,000$ ) on , 20 (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Motif Bio PLC)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. EXHIBIT A ADVANCE REQUEST To: Agent: Date: __________, 2013 2017 Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimileemail: 000-000-0000 Attn: ViewRay Incorporated Audentes Therapeutics, Inc. (“Borrower”) hereby requests from Agent and Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on ______________, _____ (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Audentes Therapeutics, Inc.)

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. cooperate and assist with any assignment of the financing agreements among Hercules Technology II, L.P., Hercules Technology III, L.P. L.P., and Hercules Technology Growth Capital, Inc. required for compliance [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the rules Securities and regulations under Exchange Commission pursuant to Rule 24b-2 of the SBIC ActSecurities Exchange Act of 1934, as amended. EXHIBIT A ADVANCE REQUEST To: Agent: Date: __________, 2013 201_ Hercules Technology Growth Capital, Inc. (the “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: ViewRay Incorporated Paratek Pharmaceuticals, Inc. and Paratek Pharma, LLC (jointly and severally, individually and collectively, the “Borrower”) hereby requests from Agent and Hercules Technology IIIGrowth Capital, L.P. Inc. (“Lender”) an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on ______________, _____ (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Paratek Pharmaceuticals, Inc.)

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