Bridge Facility. (a) The Company may, by written notice to the General Administrative Agent, request the establishment of Bridge Commitments, provided that the aggregate amount of the Bridge Commitments established hereunder shall not exceed the Bridge Facility Amount. Each such notice shall specify (i) the date on which the Company proposes that the Bridge Commitments shall become effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the General Administrative Agent) after the date on which such notice is delivered to the General Administrative Agent, and (ii) the amount of the Bridge Commitments being established (it being agreed that, except to the extent such Lender shall have separately agreed in writing to provide any Bridge Commitment, any Lender approached to provide any Bridge Commitment may elect or decline, in its sole discretion, to provide such Bridge Commitment).
(b) The terms and conditions of the Bridge Commitments and the Bridge Loans to be made thereunder shall be as set forth in the Bridge Facility Agreement, provided that (i) the Bridge Loans shall be extensions of credit to the Company that are not Guaranteed by any Person, (ii) the Bridge Loans shall rank pari passu in right of payment with the other Loans and shall not be secured by any Liens on any assets of the Company or its Subsidiaries and (iii) the Bridge Facility Agreement shall not contain any affirmative, negative or financial covenant applicable to the Company or the Subsidiaries or any event of default that benefits the Bridge Lenders (but not the other Lenders), in each case, except if this Agreement is amended to include such affirmative, negative or financial covenant or event of default for the benefit of all Lenders (it being understood that nothing in this clause (iii) shall limit the scheduled maturity date, interest rate, benchmark rate floors, fees, original issue discounts, commitment termination requirements (including mandatory reductions) and prepayment requirement (including mandatory prepayments) applicable to the Bridge Commitments or the Bridge Loans).
(c) The Bridge Commitments shall be effected pursuant to a Bridge Facility Agreement executed and delivered by the Company, each Bridge Lender providing such Bridge Commitments and the Bridge Facility Agent, subject to the satisfaction of such conditions precedent thereto as may be set forth in the Bridge Facility Agreement. The Bridge Facility Agreement may, without t...
Bridge Facility. (a) Pursuant to Section 6.01(b), STC is prohibited from, among other things, exercising the Xxxxxxxx Put Options.
(b) During the term of this Agreement, STC shall promptly notify CGI if the Projected Cash Balances are (i) then forecast by senior management of STC to fall below $5,000,000 within 30 days or (ii) then below $5,000,000. Such notice (a "Liquidity Notice") shall include, without limitation, the date on which the Projected Cash Balances are forecast to fall below $5,000,000. STC shall use all reasonable efforts to prevent the Actual Balances from falling below $5,000,000. At CGI's request, STC shall borrow under the Bridge Facility to prevent the Actual Balances from falling below $5,000,000 if sufficient funds for such purpose are not available to STC in connection with one or more Liquidity Takedowns; provided, however, that if STC is required by CGI to borrow under this Section 7.12, then CGI shall not have the option pursuant to Section 1(c) of the license agreement related to the Bridge Facility Promissory Note to forgive in full the Advances and activate such license agreement.
(c) Upon receipt of a Liquidity Notice from STC and so long as a Commitment Termination Event shall not have occurred, if so requested by STC, CGI shall lend STC funds under the Bridge Facility as provided in subsection (d) of this Section 7.12 in amounts sufficient to prevent the Projected Cash Balances from falling below $5,000,000. All funds provided to STC under the Bridge Facility shall be used solely to fund ordinary and necessary operating expenses in accordance with the then current Operating Budget.
(d) In the event that STC elects to borrow funds pursuant to subsection (c) of this Section 7.12 and provided that no Commitment Termination Event shall have occurred, CGI shall, upon the terms and subject to the conditions set forth herein and in the Bridge Facility Promissory Note, make advances (the "Advances") to STC from time to time on any business day during the period from the date hereof through the earlier to occur of June 30, 1997 and any Commitment Termination Event in an aggregate principal amount not to exceed at any time outstanding $5,000,000. Each Advance shall be in an amount not less than $50,000 or an integral multiple of $25,000 in excess thereof. Each Advance shall be made upon notice (which notice may be included in a Liquidity Notice) given by STC to CGI not later than 11:00 a.m. San Francisco time on the second business day prior to the d...
Bridge Facility. All conditions to funding under the Bridge Facility shall have been satisfied and, simultaneously with the closing hereof, Buyer has received the funds thereunder necessary to pay the Cash Consideration.
Bridge Facility. All conditions to funding under the Bridge Facility shall have been satisfied.
Bridge Facility. Contemporaneous with the execution and delivery of this Agreement, Parent and Cereus shall enter into a commitment letter substantially in the form attached hereto as Exhibit 6.13 (the "BRIDGE FACILITY").
Bridge Facility. Subject to the consent of Eltrax's bank lender, PNC Bank, National Association ("PNC"), which Eltrax shall use its reasonable best efforts to obtain, Cereus hereby commits to loan to Eltrax up to an aggregate of $5 million in accordance with the terms and conditions set forth in this Commitment Letter.
Bridge Facility. The Bridge Facility shall have been consummated.
Bridge Facility promptly upon the execution and delivery of the Bridge Facility, a true, correct and complete copy of the Bridge Facility; and
Bridge Facility. 24, 27 Bridge Facility Commitment Letter.........................................24, 27
Bridge Facility. An Event of Default (as defined in the Bridge Facility) shall occur.
