Convertible Bridge Loan Sample Clauses

Convertible Bridge Loan. Upon approval of this Agreement by the Board ----------------------- and receipt of the opinion of counsel referenced in paragraph 12, Xxxx shall make a bridge loan to the Company in the principal amount of $200,000 evidenced by a promissory note ("Bridge Loan"). The principal amount of the Bridge Loan shall bear interest at the rate of 10% per annum and shall be due and payable on July 1, 2000. The principal amount and all accrued interest under the Bridge Loan may, at the election of Xxxx, be applied toward the purchase of Series A Preferred stock, or, in the event of the failure of a Specified Condition described in paragraph 1(g) below, may, at the election of Xxxx, be applied toward the purchase of Common Stock in accordance with the terms of such paragraph 1(g).
Sample 1
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Convertible Bridge Loan. 1. Subject to subject to the terms and conditions of this Agreement, the Investors grant to the Company a loan in the amount of Euro 2,000,000 which shall be convertible into shares of the Company, subject to the terms and conditions of this Agreement (the “Convertible Bridge Loan”). 2. The principal amount of the Convertible Bridge Loan shall be divided between the Investors as follows (individually a “Loan Amount” and collectively, the “Loan Amounts”): Orbimed Private Investments III, LP 492.113 Orbimed Associates III, LLC 4.687 Novo Nordisk A/S 199.606 Transconnect Corporate Finance Beratungs GmbH 50.285 BioM AG 164.751 BioM Venture Capital GmbH & Co. KG 0 The Global Life Science Ventures Fonds II GmbH & Co. KG 252.173 The Global Life Science Ventures Fund II LP 196.145 Gilde Europe Food & Agribusiness Fund B.V. 421.015 Baytech Venture Xxxxxxx XxxX & Xx. XX 0 Xxxxxxxxxxxx XXX LS U.A. 219.225 KfW 0 Technologie Beteiligungsfonds II Bayern GmbH & Co. KG (BayernKapital) 0 3. All Shareholders hereby expressly consent to the distribution of the principal amount of the Convertible Bridge Loan among the Investors pursuant to para. (2) of this Sec. 1 and waive any subscription rights or similar rights in relation to the Convertible Bridge Loan. 4. The Loan Amounts shall be paid out by the Investors to the Company within ten (10) bank working days in Frankfurt/Main, Germany, after the closing of this Agreement to an account submitted by the Company to the Investors in writing.
Sample 1
Convertible Bridge Loan. 1. Subject to the terms and conditions of this Agreement, the Investors grant to the Company a loan in the amount of up to Euro 2,000,000 which may be convertible into shares of the Company as provided in this Agreement and is divided into (i) a tranche A of EUR 1,500,000 and (ii) a tranche B of up to EUR 500,000 (the “Convertible Bridge Loan”). 2. The principal amount of the Convertible Bridge Loan shall be allocated among the Investors as displayed in the table below (the portion of each Investor of the Convertible Bridge Loan a “Loan Amount” and, collectively, the “Loan Amounts”; each Investor’s pro rata portion of the Convertible Bridge Loan, based on his or its shareholding of Preferred Shares, insofar as such pro portion does not exceed his or its Loan Amount, a “Pro Rata Loan Amount” and, collectively, the “Pro Rata Loan Amounts”; the amount by which each Investor’s Loan Amount exceeds his Pro Rata Loan Amount, if applicable, a “Super Pro Rata Loan Amount” and, collectively, the “Super Pro Rata Loan Amounts”; and the portion of each Investor of the Tranche A and of the Tranche B a “Tranche A Loan Amount” and a “Tranche B Loan Amount”, respectively, and collectively, the “Tranche A Loan Amounts” and “Tranche B Loan Amounts”, respectively): Orbimed Private Investments III, LP 797.987 395.444 402.543 598.490 199.497 Orbimed Associates III, LLC 5.001 3.766 1.235 3.751 1.250 Novo Nordisk A/S 199.606 199.606 149.705 49.902 Transconnect Corporate Finance Beratungs GmbH 53.659 40.407 13.252 40.244 13.415 BioM AG 13.747 10.352 3.395 10.310 3.437 BioM Venture Capital GmbH & Co. KG 0 122.036 0 0 The Global Life Science Ventures Fonds II GmbH & Co. KG 168.746 202.637 126.560 42.197 The Global Life Science Ventures Fund II LP 131.254 157.614 98.440 32.813 Gilde Europe Food & Agribusiness Fund B.V. 300.000 360.249 225.000 75.000 Baytech Venture Capital GmbH & Co. KG 200.000 171.243 28.757 150.000 50.000 Coöperatieve AAC LS U.A. 130.000 219.225 97.500 32.500 KfW 0 73.935 0 0 Technologie Beteiligungsfonds II Bayern GmbH & Co. KG (BayernKapital) 0 43.485 0 0
Sample 1
Convertible Bridge Loan the term loan in the aggregate amount of ----------------------- $40,000,000 to be made by FINOVA to Borrowers pursuant to subsection 2.1.3 of this Loan Agreement.
Sample 1
Convertible Bridge Loan. The Convertible Bridge ----------------------- Loan shall consist of a term loan from FINOVA to Borrowers in the aggregate amount of $40,000,000. FINOVA shall disburse the proceeds of the Convertible Bridge Loan to or as directed by Borrowers when all of the terms and conditions set forth in Paragraph 3 of the First Amendment have been satisfied."
Sample 1
Convertible Bridge Loan. The Principal Balance of the ----------------------- Convertible Bridge Loan shall be due and payable on the Initial CBL Maturity Date; provided, however, in the event InfoCure shall not have consummated an Offering on or before the Initial CBL Maturity Date the net proceeds of which shall have been sufficient to repay in full the Principal Balance of the Convertible Bridge Loan on the Initial CBL Maturity Date in accordance with subsection 2.6.2(b), then the Principal Balance of the Convertible Bridge Loan (after giving effect to any repayments thereof required to be made under subsection 2.6.2(b) and subsection 2.6.2(c)) shall be payable in fifteen (15) consecutive quarterly installments on the first Business Day of each quarter commencing with the first Business Day of the quarter immediately succeeding the quarter in which the Initial CBL Maturity Date occurs. Each such installment shall be in an amount equal to the applicable percentage of the Principal Balance of the Convertible Bridge Loan on the Initial CBL Maturity Date (after giving effect to any repayments thereof required to be made under subsection 2.6.2(b) and subsection 2.6.2(c)) as set forth below: Installment Percentage ----------- ---------- 1 through 4 2.5% 5 through 12 5.0% 13 through 14 10.0% 15 Then Remaining Principal Balance" (xii) Section 2.4. Section 2.4 of the Existing Loan Agreement is amended ----------- by adding the following subsection 2.4.4 to such Section 2.4 in the appropriate numerical order:
Sample 1
Convertible Bridge Loan 
Sample 1
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Related to Convertible Bridge Loan

  • Convertible Note 9 Section 3.8

  • 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.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock deemed to have been issued pursuant to paragraph (c), relating to Options and Convertible Securities, shall be determined by dividing: (A) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities; by (B) the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume any Options or Convertible Securities (both as defined below), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number the purpose of which is to protect against dilution) at any time issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption; PROVIDED, HOWEVER, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.e hereof) of such shares would be less than the greater of the Current Market Price or the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption, as the case may be; and PROVIDED, FURTHER, that in any such case in which Additional Shares of Common Stock are deemed to be issued: i. no further adjustment of the Warrant Price shall be made upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consequent issue or sale of Convertible Securities or shares of Common Stock; ii. if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares of Common Stock issuable, upon the exercise, conversion or exchange thereof (by change of rate or otherwise), the Warrant Price computed upon the original issue, sale, grant or assumption thereof, and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options, or the rights of conversion or exchange under such Convertible Securities, which are outstanding at such time; iii. upon the expiration (or purchase by the Company and cancellation or retirement) of any such Options which shall not have been exercised, or the expiration of any rights of conversion or exchange under any such Convertible Securities which (or purchase by the Company and cancellation or retirement of any such Convertible Securities the rights of conversion or exchange under which) shall not have been exercised, the Warrant Price computed upon the original issue, sale, grant or assumption thereof, and any subsequent adjustments based thereon, shall, upon (and effective as of) such expiration (or such cancellation or retirement, as the case may be), be recomputed as if: (A) in the case of Options or Convertible Securities, the only Additional Shares of Common Stock issued or sold were the Additional Shares of Common Stock, if any, actually issued or sold upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issue or sale of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and (B) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued or sold upon the exercise of such Options were issued at the time of the issue, sale, grant or assumption of such Options, and the consideration received by the Company for the Additional Shares of Common Stock deemed to have then been issued was the consideration actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company (pursuant to Section 3.e hereof) upon the issue or sale of such Convertible Securities with respect to which such Options were actually exercised;

  • Promissory Note The Promissory Note is enclosed. The Chief Financial Officer is required to sign it and return it to the OPWC Loan Officer, Xxxxx XxXxxx. It is preferable that you scan and email it to her at Xxxxx.XxXxxx@xxx.xxxxx.xx.xx but may also mail it to the address on our letterhead. Only use one method.

  • Convertible Securities Except as provided in Section 7.4, in case the Company shall issue or sell any securities convertible into Common Stock of the Company ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock issuable upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined shall be less than the applicable Purchase Price, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrant.

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

  • Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.

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