Bridge Loan. (a) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full on or prior to the one (1) year anniversary of the date of this Agreement (the “Repayment Option Date”), then, on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), and not thereafter, Dynegy may, or may cause any of its Controlled Affiliates to, contribute to the Company an amount up to the Option Bridge Loan Amount, in exchange for Units at the price per Unit as of the date of this Agreement (such transaction, the “Dynegy Repayment Option”), and the Company shall use the proceeds from such contribution to partially repay the Bridge Loan.
(b) If the Bridge Loan (together with accrued and unpaid interest thereon) has not been repaid in full and Dynegy does not exercise the Dynegy Repayment Option in full on the Repayment Option Date (or the first Business Day thereafter to the extent the Repayment Option Date does not fall on a Business Day), at any time after the Repayment Option Date, ECP may, or may cause the lender under the Bridge Loan to, convert all or any portion of the then Outstanding Bridge Loan Amount (all or such portion thereof, the “Conversion Amount”) into the number of Units equal to the quotient of (i) the product of (A) the Conversion Amount, multiplied by (B) the Conversion Multiple, divided by (ii) the price per Unit as of the date of this Agreement, and such Conversion Amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement.
(c) If Dynegy exercises the Dynegy Repayment Option in full, on the Repayment Option Date, ECP shall, or shall cause the lender under the Bridge Loan to, convert the remaining Outstanding Bridge Loan Amount into Units at the price per Unit as of the date of this Agreement, and such converted amount shall be deemed repaid in accordance with the terms of the Bridge Loan Agreement.
(d) None of the terms or procedures set forth in Section 4.02 shall apply to this Section 4.11. The Board shall take all necessary action to effectuate the provisions of this Section 4.11, including authorizing and issuing the Units in respect of any Conversion Amount or in respect of a conversion pursuant to Section 4.11(a) or Section 4.11(c). Notwithstanding anything to the contrary in Section 2.06(c), no vote of the Board shall be required to effectuate the issuance of any Units pursuant to this Section 4.11.
Bridge Loan. Upon the execution and delivery of the Merger Agreement by the parties thereto and subject to the terms and conditions contained herein, Lender hereby agrees to make the Loan to Borrower, and Borrower agrees to issue and sell to Lender, the Note in the principal amount of $2,000,000.00. All principal and accrued interest on the Note shall be due and payable upon the Maturity Date (as defined in the Note).
Bridge Loan. The obligation of Acquiror to consummate the Bridge Loan and the other transactions contemplated to be consummated by it at the Bridge Loan Closing are subject to the satisfaction (or waiver by Acquiror) at or prior to the Bridge Loan Closing (or at such other time prior thereto as may be expressly provided in this Agreement) of each of the following conditions:
(i) The representations and warranties of Boxing, CKP and the Stockholders set out in this Agreement shall be true and correct in all material respects (other than representations and warranties that contain materiality qualifications which shall be true and correct in all respects) as of the date when made and at and as of the Bridge Loan Closing Date, with the same force and effect as though made as of the Bridge Loan Closing Date, except for changes expressly permitted by this Agreement or where such representations or warranties are expressly limited by their terms to a prior date;
(ii) Boxing and CKP shall have complied in a timely manner and in all material respects with their covenants and agreements set out in this Agreement;
(iii) There shall be delivered to Acquiror an officer's certificate of Boxing to the effect that all of the representations and warranties of Boxing and CKP set forth herein are true and complete in all material respects as of the Bridge Loan Closing, and that Boxing and CKP have complied in all material respects with the covenants and agreements set forth herein that they are required to comply with by the Bridge Loan Closing;
(iv) Boxing and CKP shall have secured the approval of its stockholders necessary under the DGCL, its Certificate of Incorporation and By-Laws to approve the Merger, this Agreement and the transactions contemplated hereby, and shall have delivered a certificate of an authorized officer of Boxing to this effect;
(v) All director, stockholder, lender, lessor and other parties' consents and approvals, as well as all filings with, and all necessary consents or approvals of, all federal, state and local governmental authorities and agencies, as are required under this Agreement, applicable law or any applicable contract or agreement (other than as contemplated by this Agreement) to complete the Merger shall have been secured;
(vi) The Board of Directors of Boxing shall have approved the Merger in accordance with the DGCL; and
(vii) No statute, rule, regulation, executive order, decree, injunction or restraining order shall have been enacted, entered,...
Bridge Loan. Matrix agrees that following the execution of this Agreement, Matrix will make a bridge loan available to Avtel in the maximum principal amount of $500,000 on the following terms:
(a) Up to $250,000 may be drawn by Avtel any time after the execution of this Agreement and prior to the earlier to occur of (i) August 31, 1997 or (ii) the termination of this Agreement.
(b) Up to an additional $250,000 may be drawn by Avtel at any time on or after July 1, 1997 and prior to the earlier to occur of (i) August 31, 1997 or (ii) the termination of this Agreement.
(c) Disbursements shall be made on five days' written notice to Matrix. No disbursements shall be made after the termination of this Agreement.
(d) The loan shall be recourse and shall bear interest at the rate of 8% per annum through August 31, 1997, and thereafter at a rate of 12% until maturity and, after maturity at a rate of 15%, in all cases subject to reduction to comply with applicable usury laws. Interest shall be payable monthly in arrears, based on a 360-day year, and all principal and accrued interest shall be due and payable on or before the earlier of (i) 180 days after the termination of this Agreement or (ii) December 1, 1997.
(e) Avtel shall pay all expenses of documenting the loan, including any necessary California usury permit, if any.
Bridge Loan. The proceeds of the Bridge Loan shall be applied by the Company to the repayment of amounts outstanding under the Existing Bridge Agreement.
Bridge Loan. Subject to the terms and conditions set forth in this Financing Agreement, each Lender severally agrees to make to Borrower one or more loans as Borrower may request during the Availability Period under Section 2.5 (individually, a “Bridge Loan” and, collectively, the “Bridge Loans”), in an aggregate principal amount not to exceed such Lender’s Proportionate Share of the Total Bridge Loan Commitment. Borrower may request Base Rate Loans or LIBO Rate Loans, in each case, pursuant to the Notice of Borrowing under Section 2.5. Each Lender shall make its Bridge Loan, in an amount not in excess of its Total Bridge Loan Commitment, pursuant to Section 3.1(c).
Bridge Loan. DKM shall provide to NXGH a bridge loan in the total amount of One Hundred Thousand Dollars ($100,000) (the “Bridge Loan”), as follows:
(a) Fifty Thousand Dollars ($50,000) payable upon the execution and closing of this Agreement, that certain Stock Purchase Agreement between DKM and NXGH of even date herewith, and that certain Carve-Out Agreement and Management Plan attached to the Stock Purchase Agreement, and
(b) Fifty Thousand Dollars ($50,000) payable upon the physical delivery to DKM of certificates representing the issuance of the Shares. The parties hereto agree that as soon as practicable hereafter, for each installment of the Bridge Loan, or for the Bridge Loan in its entirety, as DKM shall in its discretion decide, they shall execute a promissory note and a security agreement, each in the same form as was used for the various Debt Documents, mutatis mutandis, retaining in particular the terms with respect to interest rate, interest payments, and term.
Bridge Loan. Buyer shall make available to the Company a Bridge Loan in the amount of $350,000 to provide working capital to the Company. This Loan shall be made at the prime rate of interest as published in the "Wall Street Journal". This Loan shall be made available pursuant to the acceptance and approval of the appropriate jurisdiction of the Bankruptcy Court of Hillsboro County, New Hampshire.
Bridge Loan. Simultaneously with the execution of this Agreement, Parent and the Company shall enter into bridge financing agreements (the “Bridge Financing Agreements”) pursuant to which Parent shall make available to the Company secured financing in an aggregate amount of $2 million (the “Bridge Loan”) at the times set forth in the Bridge Financing Agreements and in accordance therewith, which amounts shall be required to be repaid on the date on which this Agreement is terminated, except as otherwise expressly provided for in the Bridge Financing Agreements; provided, that if this Agreement is terminated pursuant to (x) Section 8.1(c) or 8.1(d) hereof and, at the time of such termination, all conditions to the Offer other than the Minimum Condition have been satisfied, or (y) Section 8.1(g), then such amounts shall be required to be repaid within fourteen calendar days after such termination; provided, further, that it this Agreement is terminated by the Company pursuant to Section 8.1(h) hereof, then such amounts shall be required to be repaid immediately prior to any such termination.
Bridge Loan. Upon the earlier of Acorn's achievement of ----------- Sustained Profitability or November 30, 1999, Intek will (a) release the Key Shareholders from their obligations under their personal guaranties of the Bridge Loan and (b) reduce the interest rate on the Bridge Loan to six percent (6%) per annum effective as of the month following achievement of Sustained Profitability or November 30, 1999 (whichever is earlier) and until the Bridge Loan is paid in full.
