First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of any Lender to make the initial Loan on the date thereof (the “Effective Date”) is subject to the satisfaction of the following conditions precedent:
(a) The Agent shall have received on or before the Effective Date the following, each dated such day (unless otherwise specified), in Proper Form and (except for the Notes) in sufficient copies for each Lender:
i. Counterparts to this Agreement executed by the Company and each Lender;
ii. The Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms hereof;
iii. The Guaranty and the Contribution Agreement duly executed and delivered by each Guarantor as of the Effective Date;
iv. Certified copies of the resolutions of the board of directors (or equivalent body) of each Loan Party approving the Transaction and each Loan Document to which it is or is to be a party.
v. a security agreement in substantially the form of Exhibit G-A authorized and executed by the parties thereto.
vi. copies of proper financing statements in respect of all the Loan Parties, together with evidence that such financing statements have been presented for filing on or before the Effective Date in all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement A, covering the Collateral described therein.
vii. A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the Effective Date certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation.
viii. A certificate of each Loan Party signed on behalf of such Loan Party by its secretary or any assistant secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State...
First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) the Notes, executed by the Borrower; (b) a separate certificate executed by each of the Secretary of the Borrower and the Secretary of the Parent dated as of the date hereof; (c) a separate certificate from the Secretary of State or other appropriate public official of Maryland as to the continued existence and good standing of each of the Parent and the Borrower; (d) a separate certificate from the appropriate public official of Maryland as to the due qualification and good standing of each of the Parent and the Borrower; (e) a legal opinion from independent counsel for the Parent, the Borrower and the Guarantors as to the matters set forth on Exhibit D acceptable to the Lenders; (f) policies of insurance addressed to the Agent reflecting the insurance required by Section 5.7 hereof; (g) an Officer’s Certificate in the form of Exhibit A as of the end of the immediately preceding fiscal quarter; (h) a certificate from Borrower and Parent setting forth the pro forma calculations of Secured Debt to Total Asset Value Ratio, Coverage Ratio, Fixed Charge Coverage Ratio, Tangible Net Worth, Debt to Total Asset Value Ratio, and the Pool pursuant to Section 5.15 (which include actual figures as of June 30, 2003; and (i) any Guaranty required by Section 5.15 Table of Contents together with such Guarantors’ organizational documents and certificates of existence and good standing from the state of its organization; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to Xxxxx Xxxxxxx & Xxxx LLP, counsel for the Agent.
First Loan. In addition to the matters described in SECTION 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) the Notes, executed by the Borrower; (b) a certificate executed by the Secretary or Assistant Secretary of each Obligor dated as of the date hereof as to the resolutions of such Person authorizing the execution of the Credit Documents and as to the incumbency of the officers of such Person; (c) a certificate from the Secretary of State or other appropriate public official of the state of organization of each Obligor as to the continued existence and good standing of such Obligor; (d) a certificate from the appropriate public official of every state where the location of the Obligor's Property requires it to be qualified to do business as to the due qualification and good standing of such Obligor; (e) a legal opinion from independent counsel for the Obligors as to the matters set forth on EXHIBIT D acceptable to the Lenders; and (f) an Officer's Certificate in the form of EXHIBIT A; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to Lockx Xxxdell & Sapp XXX, counsel for the Agent.
First Loan. In addition to the matters described in Section 3.1 hereof, the obligation of the Lenders to make the first Loan under this Agreement is subject to the receipt by the Lenders of each of the following, in Proper Form: (a) this Agreement, executed by the Borrower and the Lenders; (b) the Notes, executed by the Borrower; (c) the Fourth Amended and Restated Guaranty, dated as of the date hereof, executed by the Guarantors; (d) a certificate executed by the Secretary or Assistant Secretary of each Obligor dated as of the date hereof as to the resolutions of such Person authorizing the execution of the Credit Documents and as to the incumbency of the officers of such Person; (e) a certificate from the Secretary of State or other appropriate public official of the state of organization of each Obligor as to the continued existence and good standing of such Obligor; (f) a certificate from the appropriate public official of every state where the location of the Obligor’s Property requires it to be qualified to do business as to the due qualification and good standing of such Obligor; (g) a legal opinion from independent counsel for the Obligors as to the matters set forth on Exhibit D acceptable to the Lenders; (h) an Officer’s Certificate in the form of Exhibit A for the calendar quarter ending March 31, 2018; (i) such documentation and other information requested by Lenders in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (j) the termination of the Existing Credit Agreement; and to the further condition that, at the time of the initial Loan, all legal matters incident to the transactions herein contemplated shall be satisfactory to Xxxxxx & Bird LLP, counsel for the Agent.
First Loan. As conditions precedent to any Lender's obligation to make the first Loan hereunder:
(1) The Company shall have delivered, or shall have caused to be delivered, to the Administrative Agent, in form and substance satisfactory to the Administrative Agent and its counsel, each of the following (with sufficient copies for each of the Lenders):
(i) A duly executed copy of this Agreement;
(ii) A duly executed copy of the Security Agreement, of each of the Guaranties and of the Subordination Agreement;
(iii) Duly executed copies of each of the Notes;
(iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Collateral Agent, in its reasonable discretion, to obtain for the Collateral Agent on behalf of the Lenders a perfected, first priority security interest in and lien upon the Collateral;
(v) Such credit applications, financial statements, authorizations and such information concerning the Company or any of the Guarantors or the business, operations and conditions (financial and otherwise) of the Company or any of the Guarantors as any Lender may reasonably request;
(vi) Certified copies of resolutions of the Board of Directors of each of the Company and the Guarantors approving the execution and delivery of the Credit Documents to which such Person is a party, the performance of the Obligations and any other obligations thereunder and the consummation of the transactions contemplated thereby;
(vii) A certificate of the Secretary or an Assistant Secretary of each of the Company and the Guarantors certifying the names and true signatures of the officers of such Person authorized to execute and deliver the Credit Documents to which such Person is a party;
(viii) A copy of the Articles of Incorporation of each of the Company and the Guarantors, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete;
(ix) A copy of the Bylaws of each of the Company and the Guarantors, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete;
(x) A certificate (A) of the Secretary of State of the State of South Carolina, certifying as of a recent date that the Company is in good standing; (B) of the Secretary of State of South Carolina, certifying as of a recent date that EFC is in good standing; (C) of the Sec...
First Loan. The obligation of the Bank to make the initial Loan or Loans shall be subject to satisfaction of the following conditions, unless waived in writing by the Bank:
(a) all legal matters and Loan Documents incident to the transactions contemplated hereby shall be reasonably satisfactory, in form and substance, to Bank's counsel; (b) the Bank shall have received (i) certificates by an authorized officer of Company, upon which the Bank may conclusively rely until superseded by similar certificates delivered to the Bank, certifying (A) all requisite action taken in connection with the transactions contemplated hereby, and (B) the names, signatures, and authority of Company's authorized signers executing the Loan Documents, (ii) documentation satisfactory to the Bank evidencing the Acquisition, and (iii) such other documents as the Bank may reasonably require to be executed by, or delivered on behalf of Company; (c) the Bank shall have received the Notes, with all blanks appropriately completed, executed by an authorized signer of Company; (d) the Company shall have paid to the Bank the fee(s) then due and payable in accordance with ARTICLE II, of this Agreement; (e) the Bank shall have received the written opinion of legal counsel selected by Company and satisfactory to the Bank, dated the date of this Agreement, in form satisfactory to the Bank and covering such other matter(s) as the Bank may reasonably require; (f) the Bank shall have received a fixed asset appraisal, satisfactory to the Bank, of the Precision Machined Products Assets performed by KeyCorp Leasing; (g) the Bank shall have received documentation identifying assets of the Company which are pledged to support the Letter of Credit Loan; (h) the Bank shall have received an initial Borrowing Base Certificate and loan covenant compliance certificate; and (i) the Company shall have entered into one or more interest rate swap contracts with Key Capital Markets, Inc. fixing interest rates on a minimum of $5,000,000 in principal amount of the Acquisition Line.
First Loan. As conditions precedent to Lender's obligation to make the first Loan hereunder:
(1) The Company shall have delivered or shall have had delivered to Lender, in form and substance satisfactory to Lender, each of the following:
(i) A duly executed copy of the Commitment Letter;
(ii) A duly executed copy of this Agreement;
(iii) A duly executed copy of the Security Agreement;
(iv) A duly executed master promissory note evidencing the Loans;
(v) Duly executed copies of the Additional Collateral Documents and all other security agreements, financing statements, and other documents, instruments, and agreements, properly executed, deemed necessary or appropriate by Lender, in its sole discretion, to create in favor of Lender a perfected first security interest in and lien upon the Collateral; and
(vi) Such credit applications, financial statements, corporate borrowing resolutions and authorizations and such information concerning the Company, any Guarantors, or its or their business, operations, and conditions (financial and otherwise) as Lender may request including without limitation counsel opinion letters, in form satisfactory to Lender, of counsel for the Company and Guarantors.
(2) All acts, conditions, and things (including without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings, or registrations) required to be done and performed and to have happened precedent to the execution, delivery, and performance of the Loan Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms shall have been done and performed and shall have happened in due and strict compliance with all applicable laws.
(3) All documentation in connection with the transactions contemplated by the Loan Documents, including, without limitation, documentation for corporate and legal proceedings shall be satisfactory in form and substance to Lender and its counsel.
First Loan. Alpharma shall have made the First Loan to the Company under the Loan Agreement and any other Loan properly requested by the Company to be made on or prior to the Closing Date.
First Loan. (a) The aggregate principal balance, plus accrued but unpaid interest, on the First Loan shall be converted in the Offering into shares of Orion Common Stock at a conversion price per share equal to the per share price paid by new investors in the Offering (the “Offering Price”). As described in the PPM, the Offering Price is presently anticipated to be One Dollar Fifty Five Cents ($1.55) per share.
(b) Upon closing of the Transaction, the First Warrant shall become exerciseable, automatically and without further action on the part of either Dara or Medivation, to purchase shares of Orion Common Stock at the Offering Price per share. For purposes of the termination provisions of the First Warrant, the Transaction will be deemed not to constitute a “Change of Control” of Medivation, with the consequence that the First Warrant will remain exercisable following completion of the Transaction in accordance with its terms, except for the change in underlying security and purchase price specified in this Section 1(b).
First Loan. The obligation of each Lender to make the first Loan hereunder is subject to the satisfaction of the following conditions precedent: