Equity Milestone. On or before July 6, 2012, Borrower shall deliver to Bank evidence, in form and substance satisfactory to Bank, that Borrower has received, between May 1, 2012 and July 6, 2012, at least $4,000,000 in new cash proceeds (excluding the conversion of any convertible debt securities outstanding as of April 30, 2012) from the sale and issuance of its equity securities or Subordinated Debt securities.
Equity Milestone. Section 6.7 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:
Equity Milestone. Co-Borrowers shall deliver evidence, reasonably satisfactory to Bank, that Co-Borrowers have received, after the Third Amendment Effective Date but on or prior to June 30, 2021, at least Twenty-Five Million Dollars ($25,000,000) in gross cash proceeds from the exercise of warrants issued pursuant to the Securities Purchase Agreement dated December 20, 2019 by and among Parent and the Investors identified on Exhibit A attached thereto or from the sale of Parent’s equity securities to investors and on terms and conditions reasonably acceptable to Bank.”
2.8 Section 6.11 (
Equity Milestone. Borrower shall deliver evidence, satisfactory to Bank in its sole discretion, that Borrower has, after the Fifth Amendment Effective Date, but on or prior to October 15, 2018, received at least Seven Million Five Hundred Fifty Thousand Dollars ($7,550,000) of net cash proceeds from the sale of Borrower’s equity securities to investors and on terms and conditions reasonably acceptable to Bank (the “Equity Milestone”). For the avoidance of doubt cash proceeds received by Borrower from the sale of its equity securities to Orbimed on or about the Fifth Amendment Effective Date shall not be included as part of the Equity Milestone.”
3. Exhibit D to the Agreement is hereby replaced in its entirety by Exhibit D attached hereto.
4. Borrower hereby acknowledges and Bank hereby waives the Existing Default (the “Default Waiver”).
Equity Milestone. Borrower shall deliver evidence, satisfactory to Bank in its sole but reasonable discretion, that Borrower has, after the Seventh Amendment Effective Date, but on or prior to August 9, 2019, received at least Three Million Three Hundred Thousand Dollars ($3,300,000) of net cash proceeds from the sale and issuance of Borrower’s equity securities, or of debt instruments convertible into equity securities of Borrower (the “Equity Milestone”).”
3. Exhibit D to the Agreement is hereby replaced in its entirety by Exhibit D attached hereto.
4. Borrower hereby acknowledges and Bank hereby waives the Existing Default upon Borrower’s achievement of the Equity Milestone (the “Default Waiver”).
Equity Milestone. In lieu of compliance with Sections 6.7, 6.8 and 6.9 for all measurement periods before (but not including) September 30, 2007, Borrower may sell its equity securities in an underwritten offering pursuant to a registration statement on Form S-1 filed under the Securities Act of 1933, as amended, provided Borrower receives proceeds from such offering in an amount at least equal to 12 months liquidity.
9. Before including any accounts receivable of eVergance in any Borrowing Base, Borrowers shall deliver to Bank copies of UCC terminations or other evidence reasonably satisfactory to Bank that Bank has a first priority security interest in the personal property of eVergance.
10. Bank acknowledges that Borrower intends to use the proceeds of the Term Advance to support the acquisition of another company. Bank will consider approval of such transaction(s) on a case-by-case basis, and agrees that its approval shall not be unreasonably withheld.
11. A new Article 13 is hereby added to the Agreement to read as follows:
Equity Milestone. On or before December 15, 2012, Borrower shall have received at least $5,000,000 in net Cash proceeds from the sale or issuance of Borrower's equity securities to investors acceptable to Bank.
4) The defined term "Term Sheet Milestone" and its definition in Exhibit A to the Agreement are hereby deleted.
5) Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.
6) Borrower represents and warrants that the representations and warranties contained in the Agreement arc true and correct as of the date of this Amendment.
7) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
8) As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:
a) this Amendment, duly executed by Borrower;
b) payment of all Bank Expenses, including Bank's expenses for the documentation of this Amendment and any related documents, which may be debited from any of Borrower's accounts; and
c) such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.
Equity Milestone. By May 15, 2020, Borrower shall have received at least $15,000,000 net Cash proceeds from the issuance of Borrower’s equity securities after the date of the Ninth Amendment to investors and on terms acceptable to Bank acceptable to Bank in its good faith business judgment and provided evidence thereof acceptable to Bank acceptable to Bank in its good faith business judgment.
Equity Milestone. Borrower shall provide to Bank the following:
(i) by June 1, 2020, a fully executed term sheet providing for (A) Borrower’s receipt of at least $15,000,000 net Cash proceeds (and exclusive of any proceeds received prior to June 1, 2020) from the issuance of Borrower’s equity securities to investors and on terms acceptable to Bank in its good faith business judgment and (B) a closing date of such transaction, and the receipt by Borrower of such funds, by July 15, 2020 and
(ii) by July 15, 2020, evidence satisfactory to Bank in its good faith business judgment of Borrower’s receipt of such funds.
Equity Milestone. Between the Closing Date and January 15, 2014, Borrowers shall have received at least $2,000,000 in cash proceeds from the sale and issuance of Parent’s equity securities or Subordinated Debt securities.
