Appears in 68 contracts

Samples: Loan and Security Agreement (Pliant Therapeutics, Inc.), Loan and Security Agreement (Mersana Therapeutics, Inc.), Loan and Security Agreement (Vera Therapeutics, Inc.)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, ~~or any~~ and no consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to ~~any~~ the Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to ~~any~~ the Term Loan (B) postpone the date fixed for, or waive, any payment of principal of ~~any~~ the Term Loan or of interest on ~~any~~ the Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the ~~Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto~~Collateral, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; . It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or ~~(I) amend any~~ other modification of the ~~provisions~~ type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 1212.5(a)(i) (iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 10 contracts

Samples: Subordinated Business Loan and Security Agreement (Nuvve Holding Corp.), Business Loan and Security Agreement (Super League Enterprise, Inc.), Subordinated Business Loan and Security Agreement (Loop Media, Inc.)

Appears in 8 contracts

Samples: Loan and Security Agreement (Pulmonx Corp), Loan and Security Agreement (Aclaris Therapeutics, Inc.), Loan and Security Agreement (Inspire Medical Systems, Inc.)

Appears in 6 contracts

Samples: Loan and Security Agreement (Celcuity Inc.), Loan and Security Agreement (MDxHealth SA), Loan and Security Agreement (Eiger BioPharmaceuticals, Inc.)

Appears in 5 contracts

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

Appears in 4 contracts

Samples: Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (scPharmaceuticals Inc.), Loan and Security Agreement (Rubius Therapeutics, Inc.)

Appears in 4 contracts

Samples: Loan and Security Agreement (Castle Biosciences Inc), Loan and Security Agreement (Castle Biosciences Inc), Loan and Security Agreement (Castle Biosciences Inc)

Amendments in Writing, Integration. ~~(a)~~ No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.

Appears in 4 contracts

Samples: Loan and Security Agreement (Kezar Life Sciences, Inc.), Loan and Security Agreement (ObsEva SA), Loan and Security Agreement (ObsEva SA)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower ~~or any of its Subsidiaries~~ therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) (x) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s ~~Term Loan~~ Commitment Amount or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent and (y) no such amendment, waiver or other modification that would have the effect of increasing the aggregate Commitment Amount shall be effective without all Lenders’ consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to the Revolving Line, any ~~Term Loan~~ Letter of Credit, Credit Card Exposure or FX Contract or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to the Revolving Line, any ~~Term Loan~~ Letter of Credit, Credit Card Exposure or FX Contract (B) postpone the date fixed for, or waive, any payment of principal of ~~any Term Loan~~ or of interest on the Revolving Line or any ~~Term Loan~~ Letter of Credit, Credit Card Exposure or FX Contract (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for ~~the~~ Lenders to take any action ~~hereunder~~hereunder or change any provision hereunder requiring the consent, approval or action of all Lenders; (D) release all or substantially all of or any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any ~~Guarantor~~ guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, ~~Term Loan Commitment~~Commitment Amount, Commitment Percentage or that provide for the Lenders to receive ~~their~~ then Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; or (H) subordinate the Liens granted in favor of Collateral Agent or any Lender securing the Obligations, except with respect to Liens expressly permitted to be senior to the Collateral Agent’s Liens hereunder. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence; or and (Iiv) ~~amend any of~~ the provisions of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or agency agreement among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan Documents only in the event of the unanimous agreement of all Lenders. (b) Other than as expressly provided for in Section 1212.5(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 4 contracts

Samples: Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.)

Appears in 3 contracts

Samples: Loan and Security Agreement (CareDx, Inc.), Loan and Security Agreement (CareDx, Inc.), Loan and Security Agreement (Affymax Inc)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other ~~Loan~~ Note Document, no approval or consent thereunder, or any consent to any departure by ~~Borrower~~ Issuer or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by ~~Borrower~~Issuer, Collateral Agent and the Required ~~Lenders~~ Purchasers provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing ~~a Lender~~the amount outstanding under the Notes held by each Purchaser’s ~~Term Loan Commitment or Commitment Percentage~~ shall be effective as to such ~~Lender~~ Purchaser without such ~~Lender~~Purchaser’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the ~~Lenders~~ Purchasers directly affected thereby, (A) reduce the principal of, rate of interest on on, Redemption Price or any fees with respect to ~~any Term Loan~~ the Note or forgive any principal, Redemption Price, interest (other than default interest) or fees (other than late charges) with respect to ~~any Term Loan~~ the Note (B) postpone the date fixed for, or waive, any payment of principal of any ~~Term Loan~~ Note or of interest on ~~any Term Loan~~ the Note (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required ~~Lenders~~Purchasers” or the percentage of ~~Lenders~~ Purchasers which shall be required for the ~~Lenders~~ Purchasers to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize ~~Borrower~~ Issuer to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its ~~guaranty~~ Guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other ~~Loan~~ Note Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by ~~Borrower~~ Issuer of any of its rights and obligations under any ~~Loan~~ Note Document or release ~~Borrower~~ Issuer of its payment obligations under any ~~Loan~~ Note Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata ~~Share, Term Loan Commitment, Commitment Percentage~~ Share or that provide for the ~~Lenders~~ Purchasers to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.5; (J) make any change that adversely affects the conversion rights of any Note. It is hereby understood and agreed that all Purchasers shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 12.5(a)(i)-(iii), the Required Purchasers may from time to time designate covenants in this Agreement less restrictive by notification to a representative of Issuer. (c) This Agreement and the Note Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Note Documents merge into this Agreement and the Note Documents.

Appears in 3 contracts

Samples: Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (Senseonics Holdings, Inc.)

Amendments in Writing, Integration. (a) No Except as otherwise expressly provided herein, no amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest (other than default interest) on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term ~~Loan~~ Loan; (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize ~~Borrower~~ any Loan Party to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its ~~guaranty~~ Guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by ~~Borrower~~ any Loan Party of any of its rights and obligations under any Loan Document or release ~~Borrower~~ any Loan Party of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a ~~merger or consolidation~~ transaction expressly permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; or (H) subordinate the Liens granted in favor of Collateral Agent securing the ~~Obligations~~Obligations (other than Liens permitted by clause (c) of the definition of “Permitted Liens”); or (I) amend any of the provisions of Section 12.7 and 12.

Appears in 3 contracts

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

Appears in 3 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Restoration Robotics Inc), Loan and Security Agreement (Omeros Corp)

Appears in 3 contracts

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

Appears in 3 contracts

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

Appears in 3 contracts

Samples: Loan and Security Agreement (Achaogen Inc), Loan and Security Agreement (SafeStitch Medical, Inc.), Loan and Security Agreement (Sunesis Pharmaceuticals Inc)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; or (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; . It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or ~~(I) amend any~~ other modification of the ~~provisions~~ type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 1212.5(a)(i)-(iii), Collateral Agent may at its discretion, or if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 3 contracts

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

Appears in 2 contracts

Samples: Loan and Security Agreement (Acceleron Pharma Inc), Loan and Security Agreement (Acceleron Pharma Inc)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, ~~or any~~ and no consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Pro Rata Share of the Term Loan ~~Commitment or Commitment Percentage~~ shall be effective as to such Lender without such ~~Lender~~Lxxxxx’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to ~~any~~ the Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to ~~any~~ the Term Loan (B) postpone the date fixed for, or waive, any payment of principal of ~~any~~ the Term Loan or of interest on ~~any~~ the Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the ~~Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto~~Collateral, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; . It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or ~~(I) amend any~~ other modification of the ~~provisions~~ type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 1212.5(a)(i) (iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 2 contracts

Samples: Business Loan and Security Agreement (Biofrontera Inc.), Business Loan and Security Agreement (Biofrontera Inc.)

Appears in 2 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Omeros Corp)

Amendments in Writing, Integration. (a1) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.

Appears in 2 contracts

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

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.10. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence; (iv) the provisions of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or agency agreement among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan Documents only in the event of the unanimous agreement of all Lenders. (b) Other than as expressly provided for in Section 12.6(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 2 contracts

Samples: Loan and Security Agreement (Clarus Therapeutics Inc), Loan and Security Agreement (Clarus Therapeutics Inc)

Appears in 2 contracts

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

Appears in 2 contracts

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

Appears in 2 contracts

Samples: Loan and Security Agreement (LumiraDx LTD), Loan and Security Agreement (LumiraDx LTD)

Appears in 2 contracts

Samples: Loan and Security Agreement (Rapid Micro Biosystems, Inc.), Loan and Security Agreement (Rapid Micro Biosystems, Inc.)

Appears in 2 contracts

Samples: Loan and Security Agreement (Immunocore LTD), Loan and Security Agreement (Immunocore LTD)

Appears in 2 contracts

Samples: Loan and Security Agreement (Zalicus Inc.), Loan and Security Agreement (Medicinova Inc)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.9 or the definitions of the terms used in this Section ~~12.6~~ 12.9 insofar as the definitions affect the substance of this Section ~~12.6~~12.9; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent and Lenders securing the Obligations; or (I) amend any of the provisions of Section 1212.13. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence; (iv) the provisions of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or agency agreement among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan Documents only in the event of the unanimous agreement of all Lenders. (b) Other than as expressly provided for in Section 12.9(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 2 contracts

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

Appears in 2 contracts

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

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to ~~any~~ the Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to ~~any~~ the Term Loan (B) postpone the date fixed for, or waive, any payment of principal of ~~any~~ the Term Loan or of interest on ~~any~~ the Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; . It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or ~~(I) amend any~~ other modification of the ~~provisions~~ type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 1212.5(a)(i) (iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 2 contracts

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

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other ~~Loan~~ Note Document, no approval or consent thereunder, or any consent to any departure by ~~Borrower~~ Issuer or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by ~~Borrower~~Issuer, Collateral Agent and the Required ~~Lenders~~ Purchasers provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing ~~a Lender~~the amount outstanding under the Notes held by each Purchaser’s ~~Term Loan Commitment or Commitment Percentage~~ shall be effective as to such ~~Lender~~ Purchaser without such ~~Lender~~Purchaser’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the ~~Lenders~~ Purchasers directly affected thereby, (A) reduce the principal of, rate of interest on on, Redemption Price or any fees with respect to ~~any Term Loan~~ the Note or forgive any principal, Redemption Price, interest (other than default interest) or fees (other than late charges) with respect to ~~any Term Loan~~ the Note (B) postpone the date fixed for, or waive, any payment of principal of any ~~Term Loan~~ Note or of interest on ~~any Term Loan~~ the Note (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required ~~Lenders~~Purchasers” or the percentage of ~~Lenders~~ Purchasers which shall be required for the ~~Lenders~~ Purchasers to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize ~~Borrower~~ Issuer to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its ~~guaranty~~ Guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other ~~Loan~~ Note Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by ~~Borrower~~ Issuer of any of its rights and obligations under any ~~Loan~~ Note Document or release ~~Borrower~~ Issuer of its payment obligations under any ~~Loan~~ Note Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata ~~Share, Term Loan Commitment, Commitment Percentage~~ Share or that provide for the ~~Lenders~~ Purchasers to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.5; (J) make any change that adversely affects the conversion rights of any Note; or (K) make any change to Section 2.9. It is hereby understood and agreed that all Purchasers shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 12.5(a)(i)-(iii), the Required Purchasers may from time to time designate covenants in this Agreement less restrictive by notification to a representative of Issuer. (c) This Agreement and the Note Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Note Documents merge into this Agreement and the Note Documents; provided, however, that this Agreement shall not supersede any other documents or agreements relating to the transactions contemplated by the Restructuring Support Agreement.

Appears in 2 contracts

Samples: Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.)

Appears in 2 contracts

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

Amendments in Writing, Integration. (a1) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its ~~guaranty~~ Guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.obligations

Appears in 1 contract

Samples: Loan and Security Agreement (Alimera Sciences Inc)

Appears in 1 contract

Samples: Loan and Security Agreement (Reata Pharmaceuticals Inc)

Appears in 1 contract

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

Amendments in Writing, Integration. ~~(a)~~ No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.7 or the definitions of the terms used in this Section ~~12.6~~ 12.7 insofar as the definitions affect the substance of this Section ~~12.6~~12.7; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent and each Lender securing the Obligations; or (I) amend any of the provisions of Section 12.

Appears in 1 contract

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

Appears in 1 contract

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

Amendments in Writing, Integration. ~~(a)~~ No amendment, waiver, modification, or termination ~~or waiver~~ of any provision of this Agreement or any other ~~Loan~~ Note Document, no approval or consent hereunder or thereunder, or any consent to any departure by ~~Borrower~~ the Issuer or any of its Subsidiaries herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by ~~Borrower~~the Issuer, the Collateral ~~Agent~~ Agent, and the Required ~~Lenders~~ Purchasers; provided that: : (i) no such amendment, ~~waiver~~ waiver, or other modification that would have the effect of increasing or reducing the amount outstanding under the Notes held by a ~~Lender’s Term Loan Commitment or Commitment Percentage~~ Purchaser shall be effective as to such ~~Lender~~ Purchaser without such ~~Lender~~Purchaser’s written consent; ; (ii) no such amendment, ~~waiver~~ waiver, or modification that would affect the ~~rights and duties~~ rights, duties, benefits, privileges, protections, indemnities or immunities of the Collateral Agent shall be effective without the Collateral Agent’s written consent or signature; ; (iii) no such amendment, ~~waiver~~ waiver, or other modification shall, unless signed by all the ~~Lenders~~ Purchasers directly affected ~~thereby,~~ thereby and: (A) reduce the principal of, rate of interest on on, or Redemption Price or any fees with respect to ~~any Term Loan~~ the Notes or forgive any principal, Redemption Price or fees, or interest (other than default interest) ~~or fees (other than late charges)~~ with respect to ~~any Term Loan~~ the Notes; (B) postpone the date fixed for, or waive, any payment of principal of any ~~Term Loan~~ Note or of interest on any ~~Term Loan~~ Note (other than default interest~~) or any fees provided for hereunder (other than late charges or for any termination of any commitment~~); (C) change the definition of the term “Required ~~Lenders~~Purchasers” or the percentage of ~~Lenders which~~ Purchasers that shall be required for the ~~Lenders~~ Purchasers to take any action hereunder; (D) release all or substantially all of or any material portion of the Collateral, authorize ~~Borrower~~ the Issuer to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.all

Appears in 1 contract

Samples: Note Purchase Agreement (Bird Global, Inc.)

Appears in 1 contract

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

Amendments in Writing, Integration. (a) No ~~amendment, modification, termination~~ amendment or ~~waiver~~ modification of any provision of this Agreement or any other Loan ~~Document~~Document (other than (i) the Fee Letter or (ii) any Control Agreement, which may be amended in writing by the Agent and the applicable Credit Party), or waiver, discharge or termination of any obligation hereunder or thereunder, no approval or consent ~~thereunder,~~ hereunder or thereunder (including any consent to any departure by Borrower or any ~~of its Subsidiaries~~ other Credit Party herefrom or therefrom), shall in any event be effective unless the same shall be in writing and signed by ~~Borrower, Collateral Agent~~ Xxxxxxxx (on its own behalf and on behalf of each other Credit Party) and the Required Lenders ~~provided that:~~ (i) or by the Agent acting at the direction of the Required Lenders); provided, however, that no such amendment, ~~waiver~~ modification, waiver, discharge or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; termination contemplated in clauses (iii) ~~no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;~~ through (~~iii~~vi) ~~no such amendment, waiver or other modification~~ shall, unless in writing and signed by all the Lenders expressly set forth therein, in addition to the Required Lenders (or by the Agent acting at the direction of the Required Lenders) and the Borrower, do any of the following: (i) extend or increase the Term Loan Commitments or Term Loan of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 3 or of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Term Loan or Term Loan Commitment shall not constitute an extension or increase of the Term Loan or Term Loan Commitment of any Lender; (ii) postpone any date scheduled for, or reduce the amount of, any payment of principal, interest, fees, premiums (including the Prepayment Premium), or other amounts payable hereunder or under any other Loan Documents, without the written consent of each Lender directly and adversely affected thereby, it being understood that the waiver of (Aor amendment to the terms of) any mandatory prepayment of the Term Loan shall not constitute a postponement of any date scheduled for the payment of principal or interest; (iii) reduce or forgive the principal of, or the rate of interest ~~on or any fees with respect to any~~ specified herein on, the Term ~~Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for~~Loan, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, ~~payments, setoffs~~ premiums (including the Prepayment Premium) or ~~proceeds~~ other amounts payable hereunder or under any other Loan Document (or extend the timing of ~~Collateral hereunder; (H) subordinate the Liens granted in favor~~ payments of ~~Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.~~such -59-

Appears in 1 contract

Samples: Loan Agreement (Amicus Therapeutics, Inc.)

Appears in 1 contract

Samples: Loan and Security Agreement (Axcella Health Inc.)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, ~~or any~~ and no consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to ~~any~~ the Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to ~~any~~ the Term Loan (B) postpone the date fixed for, or waive, any payment of principal of ~~any~~ the Term Loan or of interest on ~~any~~ the Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; . It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or ~~(I) amend any~~ other modification of the ~~provisions~~ type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 1212.5(a)(i)(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 1 contract

Samples: Business Loan, Guaranty, and Security Agreement (Amphitrite Digital Inc)

Appears in 1 contract

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

Appears in 1 contract

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

Appears in 1 contract

Samples: Loan and Security Agreement (Selecta Biosciences Inc)

Appears in 1 contract

Samples: Loan and Security Agreement (Rib-X Pharmaceuticals, Inc.)

Appears in 1 contract

Samples: Loan and Security Agreement (Tetraphase Pharmaceuticals Inc)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.5. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 12.5(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 1 contract

Samples: Loan and Security Agreement (Apollo Endosurgery, Inc.)

Appears in 1 contract

Samples: Loan and Security Agreement (Anacor Pharmaceuticals Inc)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; or (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; . It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (IC), (D), (E), (F), (G) ~~amend any~~ and (H) of the preceding sentence; (iv) the provisions of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or agency agreement among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan Documents only in the event of the unanimous agreement of all Lenders. (b) Other than as expressly provided for in Section 1212.6(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 1 contract

Samples: Loan and Security Agreement (Celsion CORP)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other ~~Loan~~ Note Document, no approval or consent thereunder, or any consent to any departure by ~~Borrower~~ Issuer or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by ~~Borrower~~Issuer, Collateral Agent and the Required ~~Lenders~~ Purchasers provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a ~~Lender~~Purchaser’s ~~Term Loan~~ Commitment or Commitment Percentage shall be effective as to such ~~Lender~~ Purchaser without such ~~Lender~~Purchaser’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the ~~Lenders~~ Purchasers directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any ~~Term Loan~~ Note or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any ~~Term Loan~~ Note (B) postpone the date fixed for, or waive, any payment of principal of any ~~Term Loan~~ Note or of interest on any ~~Term Loan~~ Note (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required ~~Lenders~~Purchasers” or the percentage of ~~Lenders~~ Purchasers which shall be required for the ~~Lenders~~ Purchasers to take any action hereunder; (D) release all or substantially all of ~~any material portion of~~ the Collateral, authorize ~~Borrower~~ Issuer to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other ~~Loan~~ Note Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 13.6 or the definitions of the terms used in this Section ~~12.6~~ 13.6 insofar as the definitions affect the substance of this Section ~~12.6~~13.6; (F) consent to the assignment, delegation or other transfer by ~~Borrower~~ Issuer of any of its rights and obligations under any ~~Loan~~ Note Document or release ~~Borrower~~ Issuer of its payment obligations under any ~~Loan~~ Note Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, ~~Term Loan~~ Commitment, Commitment Percentage, Fourth Purchase Percentage or that provide for the ~~Lenders~~ Purchasers to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the ~~Obligations~~Obligations (except as contemplated pursuant to this Agreement in connection with any ABL Indebtedness); or (I) amend any of the provisions of Section 1213.10. It is hereby understood and agreed that all Purchasers shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G), (H) and (I) of the preceding sentence; (b) Other than as expressly provided for in Section 13.6(a)(i)-(iii), Collateral Agent may, if requested by the Required Purchasers, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Issuer. (c) This Agreement and the Note Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Note Documents merge into this Agreement and the Note Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Invitae Corp)

Appears in 1 contract

Samples: Loan and Security Agreement (Achaogen Inc)

Appears in 1 contract

Samples: Loan and Security Agreement (Nanosphere Inc)

Appears in 1 contract

Samples: Loan and Security Agreement (Puma Biotechnology, Inc.)

Appears in 1 contract

Samples: Loan and Security Agreement (Cytokinetics Inc)

Amendments in Writing, Integration. ~~(a)~~ No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any ~~Guarantor~~ guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.

Appears in 1 contract

Samples: Loan and Security Agreement (Airxpanders Inc)

Appears in 1 contract

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

Appears in 1 contract

Samples: Loan and Security Agreement (Xeris Pharmaceuticals Inc)

Appears in 1 contract

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

Appears in 1 contract

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

Appears in 1 contract

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

Appears in 1 contract

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

Appears in 1 contract

Samples: Loan and Security Agreement (Halozyme Therapeutics Inc)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by ~~Borrower~~ any Loan Party or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, ~~Collateral~~ the applicable Loan Party, Administrative Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of ~~Collateral~~ Administrative Agent shall be effective without ~~Collateral~~ Administrative Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (which shall include, without limitation, any amendment or waiver to Section 2 of this Agreement, any conditions thereunder, or the definition of Interest Payment Date); (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan or any other Obligations (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 13.5 or the definitions of the terms used in this Section ~~12.6~~ 13.5 insofar as the definitions affect the substance of this Section ~~12.6~~13.5; (F) consent to the assignment, delegation or other transfer by ~~Borrower~~ any Loan Party of any of its rights and obligations under any Loan Document or release ~~Borrower~~ any Loan Party of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of ~~Collateral~~ Administrative Agent securing the Obligations; or (I) amend any of the provisions of Section 1213.5. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 13.5(a)(i)-(iii), Administrative Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents. For the avoidance of doubt, this Agreement and the Loan Documents do not supersede the obligations of Parent to B. Xxxxx Securities, Inc. under the Engagement Letter. Notwithstanding the foregoing, each Lender hereby consents and directs the Administrative Agent to complete the information needed in the amendment attached hereto as Exhibit F and execute and deliver such amendment on behalf of such Lxxxxx.

Appears in 1 contract

Samples: Loan and Security Agreement (Harrow Health, Inc.)

Appears in 1 contract

Samples: Loan and Security Agreement (Biocept Inc)

Appears in 1 contract

Samples: Loan and Security Agreement (Ligand Pharmaceuticals Inc)

Amendments in Writing, Integration. ~~(a) No amendment~~Neither this Agreement nor the Loan Documents can be amended or terminated orally. All prior agreements, ~~modification~~understandings, ~~termination or waiver of any provision~~ representations, warranties, and negotiations between the parties hereto with respect to the subject matter of this Agreement or and the Loan Documents, if any, are merged into this Agreement and the Loan Documents. Neither this Agreement, any other Loan Document, ~~no approval~~ nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 12.5. The Required Lenders and Borrower may, or, with the written consent ~~thereunder~~of the Required Lenders, ~~or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless~~ the ~~same shall be in writing and signed by Borrower, Collateral~~ Administrative Agent and ~~the Required Lenders provided that:~~ Borrower may, from time to time, (i) ~~no such amendment~~enter into written amendments, ~~waiver~~ supplements or modifications hereto and to the other ~~modification that would have the effect of increasing or reducing a Lender’s Term~~ Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required Documents for the ~~Lenders~~ purpose of adding any provisions to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (~~including~~ ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in ~~connection with~~ such instrument, any ~~disposition permitted~~ of the requirements of this Agreement or the other Loan Documents or any Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall: (i) forgive the principal amount or extend the final scheduled date of maturity of any Advance, (ii) reduce the stated rate of any interest or fee payable hereunder), or (iii) extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Loan Commitment, in each case, without the written consent of each Lender directly affected thereby; (b) (i) eliminate or reduce the voting rights of any Lender under this Section 12.5 without the written consent of such Lender; (Eii) ~~amend~~amend the definition of Required Lenders, ~~waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6;~~ (Fiii) consent to the ~~assignment, delegation~~ assignment or ~~other~~ transfer by the Borrower of any of its rights and obligations under ~~any~~ this Agreement and the other Loan ~~Document~~ Documents, or (iv) release the Borrower from its obligations under the Loan Documents, release all or substantially all of the Collateral or release ~~Borrower~~ all or substantially all of ~~its payment~~ the guarantors from their obligations under any ~~Loan Document, except~~guaranty, in each case ~~with respect~~ without the written consent of all Lenders; (c) amend, modify or waive any pro rata requirements or the application of payments in Section 9.4 without the written consent of each Lender; or (d) without the consent of the Administrative Agent and Aggregator Fund, amend, waive, or in any way modify or suspend any provision to ~~this clause (F)~~the extent directly applicable thereto or directly affected thereby. Any such waiver and any such amendment, ~~pursuant~~ supplement or modification shall apply equally to ~~a merger or consolidation permitted pursuant to~~ each of the Lenders and shall be binding upon Borrower, Lenders, Administrative Agent and all future holders of the loans made under this Agreement~~; (G) amend any of~~ . In the ~~provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares~~ case of any ~~fees~~waiver, ~~payments~~Borrower, ~~setoffs~~ Lenders and Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or ~~proceeds~~ other Event of ~~Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations;~~ Default, or ~~(I) amend~~ impair any ~~of the provisions of Section 12~~right consequent thereon.

Appears in 1 contract

Samples: Loan and Security Agreement (SCP Private Credit Income BDC LLC)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its ~~guaranty~~ Guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.7 or Section 12.8. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 12.5(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 1 contract

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

Amendments in Writing, Integration. ~~(a)~~ No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term ~~Loan~~ Loan; (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.

Appears in 1 contract

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

Appears in 1 contract

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

Appears in 1 contract

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

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by any Borrower ~~or any of its Subsidiaries~~ therefrom, shall in any event be effective unless the same shall be in writing and signed by ~~Borrower~~Borrowers, Collateral Agent and the Required Lenders provided that: (i) (x) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s ~~Term Loan~~ Commitment Amount or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent and (y) no such amendment, waiver or other modification that would have the effect of increasing the aggregate Commitment Amount shall be effective without all Lenders’ consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to ~~any Term Loan~~ the Revolving Line, or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to ~~any Term Loan~~ the Revolving Line, (B) postpone the date fixed for, or waive, any payment of principal of ~~any Term Loan~~ or of interest on ~~any Term Loan~~ the Revolving Line (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for ~~the~~ Lenders to take any action ~~hereunder~~hereunder or change any provision hereunder requiring the consent, approval or action of all Lenders; (D) release all or substantially all of or any material portion of the Collateral, authorize a Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any ~~Guarantor~~ guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 13.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by a Borrower of any of its rights and obligations under any Loan Document or release a Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, ~~Term Loan Commitment~~Commitment Amount, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; or (H) subordinate the Liens granted in favor of Collateral Agent or any Lender securing the Obligations, except with respect to Liens expressly permitted to be senior to the Collateral Agent’s Liens hereunder. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence; or and (Iiv) ~~amend any of~~ the provisions of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or agency agreement among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan Documents only in the event of the unanimous agreement of all Lenders. (b) Other than as expressly provided for in Section 1213.5(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrowers. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 1 contract

Samples: Loan and Security Agreement (CareView Communications Inc)

Amendments in Writing, Integration. ~~(a)~~ No ~~amendment, modification, termination~~ amendment or ~~waiver~~ modification of any provision of this Agreement or any other Loan ~~Document~~Document (other than (i) the Agent Fee Letter or (ii) any Control Agreement, which may be amended in writing by the Agent and the applicable Credit Party and the Lender Fee Letter, which may be amended in writing by the Blackstone Representative and the applicable Credit Party), or waiver, discharge or termination of any obligation hereunder or thereunder, no approval or consent ~~thereunder,~~ hereunder or thereunder (including any consent to any departure by Borrower or any ~~of its Subsidiaries~~ other Credit Party herefrom or therefrom), shall in any event be effective unless the same shall be in writing and signed by ~~Borrower~~Bxxxxxxx (on its own behalf and on behalf of each other Credit Party), ~~Collateral Agent and~~ the Required Lenders ~~provided that~~and the Agent (acting at the direction of the Required Lenders); provided, however, that no such amendment, modification, waiver, discharge or termination contemplated in clauses (i) through (vi) shall, unless in writing and signed by all the Lenders expressly set forth therein, in addition to the Required Lenders, the Agent (or by the Agent acting at the direction of the Required Lenders) and Borrower, do any of the following: (i) no extend or increase the Term Loan Commitments or Term Loan of any Lender without the written consent of such ~~amendment~~Lender (it being understood that a waiver of any condition precedent set forth in Section 3 or of any Default, ~~waiver~~ Event of Default, mandatory prepayment or ~~other modification that would have~~ mandatory reduction of the ~~effect of increasing~~ Term Loan or ~~reducing a Lender’s~~ Term Loan Commitment shall not constitute an extension or increase of the Term Loan or Term Loan Commitment ~~Percentage shall be effective as to such Lender without such~~ of any Lender~~’s written consent~~; (ii) ~~no such amendment~~postpone any date scheduled for, ~~waiver~~ or ~~modification that would affect~~ reduce the ~~rights and duties~~ amount of, any payment of ~~Collateral Agent shall be effective~~ principal, interest, fees, premiums (including the Prepayment Premium), or other amounts payable hereunder or under any other Loan Documents, without ~~Collateral Agent’s~~ the written consent of each Lender directly and adversely affected thereby, it being understood that the waiver of (or ~~signature~~amendment to the terms of) any mandatory prepayment of the Term Loan shall not constitute a postponement of any date scheduled for the payment of principal or interest; (iii) ~~no such amendment, waiver~~ reduce or ~~other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce~~ forgive the principal of, or the rate of interest on specified herein on, the Term Loan, or any ~~fees with respect to any Term Loan or forgive any principal~~fees, ~~interest~~ premiums (~~other than default interest~~including the Prepayment Premium) or other amounts payable hereunder or under any other Loan Document (or extend the timing of payments of such fees (or other ~~than late charges~~amounts) ~~with respect~~ without the written consent of each Lender directly and adversely affected thereby; provided that, for the avoidance of doubt, only the consent of the Required Lenders shall be necessary to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the ~~term~~ Default Rate; (iv) amend, modify or eliminate (w) this Section 11.5, (x) the definition of “Required Lenders” or any other provision specifying the ~~percentage~~ number of Lenders ~~which shall be~~ or portion of the Term Loan required ~~for the Lenders~~ to take any action ~~hereunder;~~ under the Loan Documents, (Dy) any provision set forth in any Loan Document that alters the pro rata sharing provisions amongst the Lenders or (z) Section 8.3, in each case, without the written consent of each Lender; (v) unless otherwise permitted under the Agreement, release all or substantially all of the Collateral in any ~~material portion~~ transaction or series of related transactions, without the ~~Collateral~~written consent of each applicable Lender; or (vi) unless otherwise permitted under the Agreement, ~~authorize Borrower to sell or otherwise dispose of~~ release all or substantially all of the Guarantors (or all or substantially all of the aggregate value of the Guarantees), without the written consent of each applicable Lender; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights, obligations, immunities, indemnities or duties of, or any ~~material portion of~~ fees or other amounts payable to, the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted Agent under this Agreement or ~~the~~ any other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, ~~except~~or otherwise amend, ~~in each case with respect to this clause (F), pursuant to a merger~~ modify or ~~consolidation permitted pursuant to this Agreement; (G) amend~~ eliminate any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12. (b) Notwithstanding anything to the contrary contained in this Section 11.5, if the Agent, Blackstone Representative and Borrower shall have jointly identified an obvious error (including an incorrect cross-reference) or any error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document), then the Agent (at the direction of the Blackstone Representative) and Borrower or any other relevant Credit Party shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.

Appears in 1 contract

Samples: Loan Agreement (Amicus Therapeutics, Inc.)

Appears in 1 contract

Samples: Loan and Security Agreement (Alimera Sciences Inc)

Appears in 1 contract

Samples: Loan and Security Agreement (Spectrum Pharmaceuticals Inc)

Amendments in Writing, Integration. ~~(a)~~ No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its ~~guaranty~~ Guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of ~~Section~~ Sections 12.7 or 12.

Appears in 1 contract

Samples: Loan and Security Agreement (Arcutis Biotherapeutics, Inc.)

Appears in 1 contract

Samples: Loan and Security Agreement (Radius Health, Inc.)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment, Term Loan Commitment Percentage or Revolving Line Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, ~~(A)~~ reduce the principal of, rate of interest on or any fees with respect to any Term Loan or Revolving Advance or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan or Revolving Advance (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or Revolving Advance or of interest on any Term Loan or Revolving Advance (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Term Loan Commitment Percentage, Revolving Line Commitment or Revolving Line Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.10. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence; (iv) the provisions of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or agency agreement among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan Documents only in the event of the unanimous agreement of all Lenders. (b) Other than as expressly provided for in Section 12.6(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 1 contract

Samples: Loan and Security Agreement (Entellus Medical Inc)

Appears in 1 contract

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

Amendments in Writing, Integration. (a1) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its ~~guaranty~~ Guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.5. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence.

Appears in 1 contract

Samples: Loan and Security Agreement (Scynexis Inc)

Appears in 1 contract

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

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other ~~Loan~~ Note Document, no approval or consent thereunder, or any consent to any departure by ~~Borrower~~ Issuer or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by ~~Borrower~~Issuer, Collateral Agent and the Required ~~Lenders~~ Purchasers provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent[reserved]; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the ~~Lenders~~ Purchasers directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to ~~any Term Loan~~ the Note or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to ~~any Term Loan~~ the Note (B) postpone the date fixed for, or waive, any payment of principal of any ~~Term Loan~~ Note or of interest on ~~any Term Loan~~ the Note (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required ~~Lenders~~Purchasers” or the percentage of ~~Lenders~~ Purchasers which shall be required for the ~~Lenders~~ Purchasers to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize ~~Borrower~~ Issuer to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its ~~guaranty~~ Guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other ~~Loan~~ Note Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by ~~Borrower~~ Issuer of any of its rights and obligations under any ~~Loan~~ Note Document or release ~~Borrower~~ Issuer of its payment obligations under any ~~Loan~~ Note Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata ~~Share, Term Loan Commitment, Commitment Percentage~~ Share or that provide for the ~~Lenders~~ Purchasers to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.5. It is hereby understood and agreed that all Purchasers shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 12.5(a)(i)-(iii), the Required Purchasers may from time to time designate covenants in this Agreement less restrictive by notification to a representative of Issuer. (c) This Agreement and the Note Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Note Documents merge into this Agreement and the Note Documents.

Appears in 1 contract

Samples: Note Purchase and Exchange Agreement (Senseonics Holdings, Inc.)

Appears in 1 contract

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

Appears in 1 contract

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

Appears in 1 contract

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

Appears in 1 contract

Samples: Loan and Security Agreement (NanoString Technologies Inc)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.5. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 12.5(a)(i)-(iii), Collateral Agent may at its discretion, or if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 1 contract

Samples: Loan and Security Agreement (Axcella Health Inc.)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, ,no approval or consent thereunder, ~~or any consent to~~ and no consentto any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: ~~(i)~~ 12.5.1. no such amendment, waiver or other modification that would have the ~~effect of~~ effectof increasing or reducing a Lender’s Term Loan Commitment or Commitment ~~Percentage shall~~ Percentageshall be ~~effective as~~ effectiveas to such Lender without such ~~Lender~~Xxxxxx’s written consent; ~~(ii)~~ 12.5.2. no such amendment, waiver or modification that would affect the ~~rights and~~ rightsand duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and ~~(iii)~~ 12.5.3. no such amendment, waiver or other modification shall, unless signed by all the Lenders directly ~~affected thereby~~affectedthereby, (A) reduce ~~the principal~~ theprincipal of, rate of ~~interest on~~ intereston or any fees with ~~respect to any~~ respectto the Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to ~~any~~ the Term Loan (B) postpone the date fixed for, or waive, any payment of principal of ~~any~~ the Term Loan or of interest on ~~any~~ the Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the ~~Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto~~Collateral, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; . It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or ~~(I) amend any~~ other modification of the ~~provisions~~ type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly providedfor in Section 1212.5(a)(i) (iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subjectmatter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 1 contract

Samples: Subordinated Business Loan and Security Agreement (Banzai International, Inc.)

Amendments in Writing, Integration. ~~(a)~~ No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its ~~guaranty~~ Guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.7. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence.

Appears in 1 contract

Samples: Loan and Security Agreement (GenMark Diagnostics, Inc.)

Appears in 1 contract

Samples: Loan and Security Agreement (SI-BONE, Inc.)

Appears in 1 contract

Samples: Loan and Security Agreement (89bio, Inc.)

Amendments in Writing, Integration. ~~(a)~~ No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that:any (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for ~~the~~ Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any ~~Guarantor~~ guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.

Appears in 1 contract

Samples: Loan and Security Agreement (Sunesis Pharmaceuticals Inc)

Appears in 1 contract

Samples: Loan and Security Agreement (Reata Pharmaceuticals Inc)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by ~~Borrower~~ Holdings or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by ~~Borrower, Collateral Agent~~ Borrower and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights ~~and~~ or duties of Administrative Agent or Collateral Agent shall be effective without Administrative Agent’s or Collateral Agent’s ’s, respectively, written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to ~~any~~ the Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to ~~any~~ the Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on ~~any~~ the Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its ~~guaranty~~ Guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.5. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 12.5(a)(i)-(a)(iii), the Required Lenders may from time to time designate covenants in this Agreement less restrictive by notification to Borrower. (c) The Borrower and the Required Lenders shall promptly provide a copy of any executed amendment to the Administrative Agent and the Collateral Agent. (d) This Agreement (including the Exhibits hereto) and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 1 contract

Samples: Loan and Security Agreement (Gamida Cell Ltd.)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s ~~Term Loan~~ Commitment Amount or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;; and (iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any ~~Term Loan~~ Credit Extension or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any ~~Term Loan~~ Credit Extension (B) postpone the date fixed for, or waive, any payment of principal of any ~~Term Loan~~ Credit Extension or of interest on any ~~Term Loan~~ Credit Extension (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, ~~Term Loan Commitment~~Commitment Amount, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 1212.5. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately preceding sentence. (b) Other than as expressly provided for in Section 12.5(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 1 contract

Samples: Loan and Security Agreement (Bionano Genomics, Inc)

Amendments in Writing, Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, ~~or any~~ and no consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by ~~Borrower, Collateral Agent~~ Bxxxxxxx and the ~~Required Lenders~~ Lender provided that: (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; (ii) no such amendment, waiver or ~~modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; (iii) no such amendment, waiver or~~ other modification shall, unless signed by all the ~~Lenders~~ Lender directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to ~~any~~ the Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to ~~any~~ the Term Loan (B) postpone the date fixed for, or waive, any payment of principal of ~~any~~ the Term Loan or of interest on ~~any~~ the Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) ~~release all or substantially all of any material portion of the Collateral,~~ authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the ~~Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto~~assets, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section ~~12.6~~ 12.5 or the definitions of the terms used in this Section ~~12.6~~ 12.5 insofar as the definitions affect the substance of this Section ~~12.6~~12.5; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of ~~Collateral~~ assets hereunder; (H) subordinate the Liens granted in favor of ~~Collateral Agent~~ the Lender securing the Obligations; . It is hereby understood and agreed that the Lender shall be deemed directly affected by an amendment, waiver or ~~(I) amend any~~ other modification of the ~~provisions~~ type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of ~~Section 12~~the immediately preceding sentence. This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

Appears in 1 contract

Samples: Revenue Based Factoring Agreement (Blue Star Foods Corp.)

Appears in 1 contract

Samples: Loan and Security Agreement (Verona Pharma PLC)

Appears in 1 contract

Samples: Loan and Security Agreement (Supernus Pharmaceuticals Inc)

Appears in 1 contract

Samples: Loan and Security Agreement (Cytokinetics Inc)

Common use of Amendments in Writing, Integration Clause in Contracts