BRIDGE FINANCINGS. (a) As soon as possible after the date hereof and prior to December 31, 2006, Egenix and/or Pathogenics shall use commercially reasonable efforts to obtain financings in the form of sales of equity securities or debt instruments for an aggregate of $3,400,000 (“Bridge Financing”). Any debt instruments may, subject to market conditions, require interest thereon payable in kind in the form of the Surviving Corporation’s common stock.
(b) Prior to or contemporaneously with the effectiveness of the Merger, the Surviving Corporation will privately offer and sell up to $18,000,000 of its capital stock (the “PIPE”).
(c) Contemporaneously with the execution of this Agreement, Egenix shall issue to Pathogenics a promissory note in form and substance satisfactory to Pathogenics in the original principal amount of $140,705, bearing interest at the rate of ten percent (10%) per annum. If this Agreement is terminated prior to the Effective Time, such note shall be due and payable on July 31, 2007. If the Merger is consummated, such note shall be automatically extended until December 31, 2007.
BRIDGE FINANCINGS. (a) As soon as possible between the date hereof and prior to ninety (90) days after the execution of this Agreement, Egenix and/or Pathogenics shall use commercially reasonable efforts to obtain financings in the form of sales of equity securities or debt instruments for an aggregate of $5,000,000 ("Bridge Financing"). Any debt instruments will, subject to market conditions, require interest thereon payable in kind in the form of the Surviving Corporation's common stock. In addition to financing the parties' continuing activities prior to the Closing and as otherwise described in Section 5.7 hereof, up to $600,000 of proceeds of such Bridge Financing may be used immediately to repay and retire certain of Egenix' then outstanding current liabilities, and up to $150,000 of proceeds of such Bridge Financing may used immediately to repay and retire certain of Pathogenics then outstanding current liabilities.
(b) Prior to or contemporaneously with the effectiveness of the Merger, the Surviving Corporation will privately offer and sell up to $10,000,000 - $15,000,000 of its capital stock (the "PIPE").
BRIDGE FINANCINGS. 16 4.9 Change in Authorized Number of Board of Directors.................... 16 4.10
BRIDGE FINANCINGS. The Company agrees that in the event it (a) issues debt convertible into or exchangeable for any class of equity securities or (b) issues debt with associated warrants or other rights exercisable for any class of equity securities, the Company shall first obtain the approval of a majority of the directors then in office (including one representative designated by either the Series A Stock or series B Stock).
BRIDGE FINANCINGS. The Parties hereby agree and acknowledge that Placement Agent served as placement agent in connection with the Bridge Financings, and that such Bridge Financings are subject to the terms and conditions of the Agreement. Placement Agent and the Company acknowledge that Placement Agent has received all fees and expenses required to be paid under Section 3(a) and (b) of the Original Agreement in connection with the First Bridge and that all fees and expenses required to be paid under Section 3(a) and (b) relating to the Second Bridge shall be paid at the closing of the Private Placement. In addition, the Placement Agent Warrants required to be issued pursuant to Section 4 of the Original Agreement in connection with the Bridge Financings shall be issued on the date that the Placement Agent Warrants required to be issued in connection with the closing of the Private Placement are issued.
BRIDGE FINANCINGS. Subject to the Company’s achievement of the milestones listed on Schedule IX.1(g), the Company has received or arranged to receive the net proceeds from the Bridge Financings.
