Initial Drawdown. The obligation of the Lender to make the first Advance under the Facility Agreements is subject to the fulfilment of the conditions precedent provided for in Section 4.
Initial Drawdown. The Borrower’s initial Drawdown of the Facility under this Agreement is subject to the conditions precedent that, at least three Business Days (at 10:00 am) prior to the requested date for such Drawdown, the Agent shall have received all of the following documents in form and substance satisfactory to the Agent (in this regard, photocopies presented must have been certified by the document provider as true, accurate and complete copies):
(1) Evidence, including, without limitation, resolutions and minutes of board of directors’ meetings, that the Borrower has completed all necessary internal corporate acts and is duly authorized to enter into, deliver and perform the Acquisition Contract, this Agreement and other related documents, as well as evidence that the person(s) signing this Agreement and other related documents on behalf of the Borrower have been duly authorized by the Borrower;
(2) Copies of the corporate documents of the Borrower, including the Articles of Incorporation, business license, company registration card (including roster of directors and supervisors), and I.D of the Chairman of the Borrower;
(3) The Note and Note Authorization issued by the Borrower in accordance with this Agreement;
(4) A copy of the Acquisition Contract;
(5) Evidence that ASE Test has been duly authorized by its shareholders and board of directors to enter into the Acquisition Contract and to proceed with the Acquisition;
(6) The applications submitted by the Borrower to the competent authority of Singapore law in respect of the Acquisition in accordance with applicable Singapore;
(7) Copies of the various government approvals, reportings and/or filings required for the Acquisition, including:
(a) Copies of the ROC Investment Commission approval letter in respect of the Borrower’s investment in ASE Test and the Acquisition;
(b) Approval of the Singapore competent authority (court) in respect of the Borrower’s and ASE Test’s effecting the Acquisition in accordance with the Acquisition Contract and applicable Singapore laws; and
(c) Evidence that the Borrower and ASE Test have submitted all such reports and filings to the Securities and Exchange Commission of the United Stated (the “SEC”) as required under applicable U.S. laws and have obtained the consent of the SEC;
(8) Evidence that the Borrower does have sufficient funds (including the Loans to be extended under this Facility) to effect the entire payments of the Acquisition;
(9) All third party consents (if any) ...
Initial Drawdown. Pursuant to the Investment Agreement, the Bank Subscription Agreements and the Director Subscription Agreements dated April 15, 2011, by and between the Bank and each of the subscribers identified on the signature pages thereto, the Bank sold 8,089,731 shares of common stock of the Bank at $5.00 per share in the Initial Drawdown (as such term is defined in the Bank Investment Agreement and the Bank Subscription Agreements), and the aggregate Maximum Dollar Investments by the Investors in the Company, together with the Initial Drawdown, shall be up to $135,415,495.
Initial Drawdown. On the terms set forth in this Agreement and subject to the satisfaction (or waiver) of the conditions set forth in Section 2 below, the Corporation shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Corporation, at the Initial Closing, at a price per share of $12.00, the number of shares of Class A Common Stock and the number of shares of Class B Common Stock indicated on such Purchaser’s signature page hereto as such Purchaser’s “Initial Funded Shares” (the shares of Common Stock purchased by a Purchaser at the Initial Closing, such Purchaser’s “Initial Funded Shares”).
Initial Drawdown. The Borrower’s initial Drawdown of the Facility under this Agreement is subject to the conditions precedent that, at least three Business Days (at 10:00 am) prior to the requested date for such Drawdown, the Agent shall have received all of the following documents in form and substance satisfactory to the Agent (in this regard, photocopies presented must have been certified by the document provider as true, accurate and complete copies): (1) Evidence, including, without limitation, resolutions and minutes of board of directors' meetings, that the Borrower has completed all necessary internal corporate acts and is duly authorized to enter into, deliver and perform the Acquisition Contract, this Agreement and other related documents, as well as evidence that the person(s) signing this Agreement and other related documents on behalf of the Borrower have been duly authorized by the Borrower; 15
Initial Drawdown. The right of the Borrower to obtain the initial drawdown under the Credit(s) is subject to the condition precedent that there shall not have been any material adverse changes in the financial condition or the environmental condition of the Borrower or any guarantor of the Borrower.
Initial Drawdown. The Borrower makes the first Drawdown on the date hereof for an amount of US$ 100,000,000 by delivering to the Facility Agent a duly completed Drawdown Request. The Lenders hereby acknowledge that the conditions precedent set out under Clauses 4.1(a), 4.2 and 4.3 above have been met. Payment of the first Drawdown shall be made by the Facility Agent on or before twelve a.m. (12:00) of 23 March 2009, with value date such date, by means of crediting such amount to the bank account indicated for such purpose by the Borrower in the Drawdown Request. Payment of the first Drawdown by the Facility Agent to the Borrower, as indicated in the previous paragraph will fully release the Lenders from their obligation to make payment of such first Drawdown.
Initial Drawdown. The Borrower's initial drawdown of the Facility Amount under this Agreement is subject to the conditions precedent that at least seven (7) Business Days prior to the requested date for such drawdown the Agent shall have received all of the following documents in form and substance satisfactory to the Agent:
6.1.1 Evidence, including, without limitation, resolutions and minutes of board of directors' meetings that the Borrower has completed all necessary internal corporate acts and is authorized to enter into, deliver and perform this Agreement, the Security Documents and other associated contracts or documents; and evidence that the person signing this Agreement, the Security Documents and other associated contracts or documents on behalf of the Borrower has been duly authorized by the Borrower;
6.1.2 The Borrower's Articles of Incorporation, business license and amended incorporation registration form, including roster of directors and supervisors;
6.1.3 Letter of guarantee issued by the Guarantor in form and substance consistent with EXHIBIT 5 of this Agreement;
6.1.4 The Guarantor's incorporation registration documents and resolutions and minutes of board of directors' meetings, that the Guarantor has completed all necessary corporate acts and is authorized to enter into, deliver and perform the Letter of guarantee and evidence that the person signing the Letter of guarantee on behalf of the Guarantor has been duly authorized by the Guarantor;
6.1.5 Evidence that the Guarantor has designated a service agent in accordance with the Letter of Guarantee.
6.1.6 Evidence that the Guarantor and other shareholder of the Borrower has increased its cash investment in the Borrower by not less than Two Hundred Million New Taiwan Dollars (NT$200,000,000) and caused the Borrower to complete capital increase by cash, raising the Borrower's paid-in capital to Seven Billion One Hundred Eighty-Nine Million Three Hundred and Eight Thousand Four Hundred and Ninety New Taiwan Dollars (NT$5,389,308,490);
6.1.7 Assignment Agreement duly executed by the Borrower in accordance with this Agreement;
Initial Drawdown. All Original Obligors
1. A copy of the constitutional documents of each Obligor.
2. If applicable, a copy of a resolution of the board of directors (or of any other relevant assembly) of each Obligor (or, in the case of any Guarantor if required by any applicable law or to the extent reasonably required or desirable, for the purposes of issuing any legal opinion or at the Guarantor’s option, a committee of its board of directors) approving the terms of, and the transactions contemplated by, this Agreement.
3. If applicable, a copy of a resolution of the board of directors of the relevant Guarantor establishing the committee referred to in paragraph 2 above.
4. A specimen of the signature of each person authorised on behalf of each Original Obligor to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
5. To the extent reasonably required or desirable for the purpose of issuing any legal opinion, a copy of a resolution signed by all (or any lower percentage agreed by the Facility Agent) of the holders of the issued or allotted shares in each Guarantor approving the terms of, and the transactions contemplated by, the Finance Documents.
6. To the extent reasonably required or desirable for the purpose of issuing any legal opinion, a copy of a resolution of the board of directors of each corporate shareholder in each Guarantor approving the terms of the resolution referred to in paragraph 5 above.
7. A certificate of an authorised signatory of the Company:
(a) confirming that the Borrower utilising the Total Commitments in full would not breach any limit binding on it; and
(b) certifying that each copy document specified in this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
8. Evidence required by the Facility Agent for the purpose of any applicable money laundering regulations.
9. Evidence that the agent of each Original Obligor incorporated outside England and Wales under the Finance Documents for service of process in England and Wales has accepted its appointment. For French Obligors
1. A certified copy of the statuts and an original extract of the K-Bis of the Registry of Commerce and Companies dated no earlier than one month before the date of this Agreement.
2. Evidence that each person signing the Finance Documents on behalf of each French Obligor is authorised to do so.
3. For any French Obligor,...
Initial Drawdown. On the Subscription Date, the Company will sell to the Investor its proportionate share of an aggregate Put of $750,000 ("Initial Drawdown"). The Purchase Price of the Initial Drawdown shall be 50% of the average of the three lowest Bid Prices for the ten Trading Days prior to the Subscription Date against payment therefor. Finder's Fees shall be payable in connection with the Initial Drawdown. In the event the Company fails to obtain effectiveness of the Registration Statement within the time period set forth in Section 1.1(b) of the Registration Rights Agreement, then the payments described in Section 1.1(d) of the Registration Rights Agreement shall accrue from and after such date in relation to the Initial Drawdown. On the Subscription Date, the Company shall deliver to the Investor the legal opinion referred to in Section 7(h) of this Agreement as such opinion relates to the Initial Drawdown.
