First Loan Sample Clauses

First Loan. The obligation of the Bank to make a Loan 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 satisfactory, in form and substance, to Bank’s counsel; (b) the Bank shall have received (i) certificates by an authorized officer of each Borrower, upon which the Bank may conclusively rely until superseded by similar certificates delivered to the Bank, certifying (1) all requisite action taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of such Borrower’s authorized signers executing the Loan Documents, and (ii) such other documents as the Bank may reasonably require to be executed by, or delivered on behalf of, the Borrowers; (c) the Bank shall have received the Note with all blanks appropriately completed, executed by an authorized signer(s) of the Borrowers; (d) the Borrowers shall have paid to the Bank the fee(s) and expenses then due and payable in accordance with ARTICLE II. of this Agreement; (e) the Bank shall have received written instructions by the Borrowers with respect to disbursement of the proceeds of the Loan; (f) the Bank shall have received all Security Instruments duly executed by all parties thereto; (g) the Bank shall have received an opinion of Borrowers’ legal counsel, covering the matters set forth in Exhibit D and otherwise in form and substance satisfactory to the Bank; (h) the Bank shall have received evidence acceptable to the Bank in its sole discretion that the Company has received, on terms and conditions satisfactory to the Bank in its sole discretion, $ 2,000,000.00 in proceeds from the sale of its preferred stock to Development Capital Venture, L. P. and $ 1,200,000.00 in proceeds from the issuance of its subordinated notes to Canal Mezzanine Partners, L. P.

First Loan. As conditions precedent to the Effective Date and the funding of the first Loan hereunder: (1) There shall have been delivered to the Lead Administrative Agent, in form and substance and in quantities reasonably satisfactory to the Lenders and their counsel, each of the following: (i) A duly executed copy of this Agreement; (ii) A duly executed copy of each of the Guaranty and the Subordination Agreement; (iii) A duly executed copy of the Fee Letter; (iv) Such credit applications, financial statements, pro forma financial statements, authorizations and information concerning the Company and its business, operations and condition (financial and otherwise) as the Lead Administrative Agent or any Lender may reasonably request; (v) Certified copies of resolutions of the Boards of Directors of the Company and the Parent approving the execution and delivery of all documents required to be delivered by the Company and the Parent hereunder; (vi) Certificates of the Secretary or an Assistant Secretary of each of the Company and the Parent certifying the names, incumbency and true signatures of the officers of the Company and the Parent authorized to sign the documents required to be executed and delivered by the Company and the Parent hereunder; (vii) An opinion of counsel for the Company and the Parent (which counsel may be in-house counsel) in form and substance satisfactory to the Lenders and covering such matters as the Lenders may reasonably request; (viii) A certificate of an executive officer of each of the Company and the Parent in the form of that attached hereto as Exhibit A dated as of the date of this Agreement; and (ix) A Covenant Compliance Certificate, dated as of February 28, 1998, for each of the Company and the Parent demonstrating in detail satisfactory to the Lenders the Company's compliance with the covenants set forth in Paragraphs 10(g), 10(i) and 10(j) below, and the Parent's compliance with the financial covenants set forth in Paragraphs 11(d) and 11(e)

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. As conditions precedent to Lender’s obligation to make the first Loan hereunder: (1) The Company shall have delivered to Lender, in form and substance satisfactory to Lender: (i) A duly executed copy of the Commitment Letter; (i) A duly executed copy of this Agreement; (ii) Duly executed copies of the Additional Collateral Documents and all other security agreements, financing statements, control agreements, intercreditor agreements, subordination agreements, 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 (iii) Such credit applications, financial statements, corporate borrowing resolutions, certificates of authority, 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. (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 organizational and legal proceedings, shall be satisfactory in form and substance to Lender and its counsel.

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) this Agreement, executed by the Borrower and the Lenders; (b) the Notes, executed by the Borrower; (c) the Sixth 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, 2024; (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. 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. (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:

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.