Common use of Creation/Acquisition of Subsidiaries Clause in Contracts

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary.

Appears in 25 contracts

Samples: Loan and Security Agreement (Organovo Holdings, Inc.), Loan and Security Agreement (Adynxx, Inc.), Loan and Security Agreement (Adynxx, Inc.)

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Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary.

Appears in 13 contracts

Samples: Loan and Security Agreement (89bio, Inc.), Loan and Security Agreement (Eiger BioPharmaceuticals, Inc.), Loan and Security Agreement (Strongbridge Biopharma PLC)

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary.

Appears in 4 contracts

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

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiaryShares.

Appears in 3 contracts

Samples: Loan and Security Agreement (Auspex Pharmaceuticals, Inc.), Loan and Security Agreement (Navidea Biopharmaceuticals, Inc.), Loan and Security Agreement (Auspex Pharmaceuticals, Inc.)

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created or acquired Subsidiary.

Appears in 3 contracts

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

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary.

Appears in 3 contracts

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

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence Shares of ownership of each such newly created SubsidiarySubsidiary owned by Borrower.

Appears in 2 contracts

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

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to Collateral promptly notify Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such domestic Subsidiary to become a co-Borrower hereunder by executing and delivering a Joinder Agreement to Agent or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary.

Appears in 2 contracts

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

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary.

Appears in 2 contracts

Samples: Loan and Security Agreement (Agile Therapeutics Inc), Loan and Security Agreement (Baxano Surgical, Inc.)

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created or acquired Subsidiary.

Appears in 2 contracts

Samples: Loan and Security Agreement (ObsEva SA), Loan and Security Agreement (ObsEva SA)

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary.. Execution Draft

Appears in 1 contract

Samples: Loan and Security Agreement (Entellus Medical Inc)

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Borrower’s Subsidiaries creates or acquires any Subsidiary, Borrower or such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (Borrower, or its such Subsidiary, as applicable) , shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (Achaogen Inc)

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence Shares of ownership of each such newly created Subsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (Senseonics Holdings, Inc.)

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Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created SubsidiaryShares.

Appears in 1 contract

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

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary.

Appears in 1 contract

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

Creation/Acquisition of Subsidiaries. In the event Borrower, Guarantor or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower Borrower, Guarantor and such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its SubsidiaryGuarantor, as applicable) , shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (Zalicus Inc.)

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries that are a Borrower or a Guarantor creates or acquires any SubsidiarySubsidiary after the date hereof, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership Shares of each such newly created Subsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (4D Pharma PLC)

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall provide prior written notice to promptly notify Collateral Agent and each Lender Lenders of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto)) on terms acceptable to Collateral Agent and Lenders; and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Lenders and to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (Angie's List, Inc.)

Creation/Acquisition of Subsidiaries. In the event any Borrower, or any of its Subsidiaries Subsidiaries, creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender Bank of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender Bank to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee guaranty the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Bank a perfected security interest in the stock, units units, or other evidence of ownership of each such newly created Subsidiary.

Appears in 1 contract

Samples: Fourth Loan and Security Modification Agreement (Northern Star Acquisition Corp.)

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender Bank of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender Bank to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, Bank a perfected security interest in the all of the outstanding stock, units or other evidence of ownership of each such newly created Subsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (Fennec Pharmaceuticals Inc.)

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