Interim Loan Sample Clauses
Interim Loan. Pending the closing contemplated by Paragraph 1 above, Acquiror agrees to make an interim loan to Acquiree of $500,000 pursuant to a Secured Promissory Note attached hereto as Exhibit A and Pledge and Escrow Agreement attached hereto as Exhibit B. In the event the aforementioned closing under the Agreement and Plan of Reorganization is not undertaken as provided in Paragraph 1 above, the Secured Promissory Note shall be due and payable on May 8, 1996. At such time as the contemplated closing takes place, the Secured Promissory Note shall be deemed satisfied, and the principal amount thereof and related interest shall be contributed to and shall become part of the capital of the Acquiror to be on hand net of liabilities as referred to in Section 8.4 of the Agreement and Plan of Reorganization.
Interim Loan. (a) In the event that it is reasonably anticipated that the JV Closing Date will not occur by June 30, 2018 and this Agreement has not otherwise been terminated, then upon not less than five (5) Business Days’ notice given by Asanko in writing at any time after June 15, 2018, and provided that the Registration Rights Agreement shall have been entered into between Asanko and the GF Parties, GF Orogen will not later than June 29, 2018 advance a loan (the “Interim Loan”) to XX Xxxxx in an amount up to US$20,000,000 as set out in Asanko’s written notice. The Interim Loan will be guaranteed by Asanko and will bear interest at a rate of 5.5% per annum. The due date of the Interim Loan (the “Interim Loan Due Date”) will be the earlier of (i) the JV Closing Date, (ii) the date that is thirty (30) days after written demand for repayment is made by GF Orogen, which demand may be made at any time after six (6) months following the date of the advance of the Interim Loan to XX Xxxxx. All or any portion of the Interim Loan may be prepaid by XX Xxxxx, together with accrued interest on any such portion, at any time without penalty.
(b) If any portion of the Interim Loan remains outstanding on the JV Closing Date, then the JV Transactions will be adjusted by replacing the step contemplated in Section 3.1(b)(v) with the following steps:
(i) GF Orogen will subscribe for such number of XX Xxxxx Redeemable Shares as have an aggregate par value equal to US$164,939,999 less the amount of the outstanding principal and interest on the Interim Loan as of the JV Closing Date for an aggregate cash subscription price equal to such aggregate par value;
(ii) XX Xxxxx will utilize a portion of the subscription proceeds for such XX Xxxxx Redeemable Shares to repay to GF Orogen the full amount of principal and interest on the Interim Loan; and
(iii) GF Orogen will utilize the amount repaid on the Interim Loan to subscribe for such number of additional XX Xxxxx Redeemable Shares as will result in GF Orogen holding in aggregate 164,939,999 XX Xxxxx Redeemable Shares, for an aggregate cash subscription price equal to their aggregate par value.
(c) In the event that the JV Closing Date has not occurred and demand for repayment is made, the Parties will complete the following transactions on the Interim Loan Due Date (collectively, the “Interim Loan Conversion Transactions”), which will occur and be deemed to occur consecutively in the following sequence, effective as at five minute intervals ...
Interim Loan. Upon (a) execution of this Agreement and (b) Seller’s receipt of the written consents referred to in Section 8.1(d) of this Agreement in form and substance acceptable to Seller, Seller shall loan to Parent the sum of USD 1,000,000, under the terms of the Bridge Note attached as Exhibit E. Such Bridge Note provides for monthly interest only for 12 months at 6%. In addition, Parent will issue to Seller a Stock Purchase Warrant upon execution hereof in the form of Exhibit F, providing for the right to purchase 625,000 shares of Parent Common Stock for an exercise price of $1.37 per share. If the sale fails to close due to the termination of this Agreement by Seller or upon a breach by Seller of any provision of this Agreement prior to Closing, the Bridge Note will mature in 12 months. In the event that Seller terminates this Agreement pursuant to Sections 9.1(b),(c), (d) or (e) or Parent or Buyer terminate this Agreement pursuant to Sections 9.1(f),(g) or (h), the Bridge Note shall be repayable, at the option of Parent, in Parent Common Stock at the rate of $0.80 per share. If the sale closes, the Bridge Note and Warrant will be cancelled and replaced by the Buyer’s receipt of the cash portion of the Assets.
Interim Loan. The Defaulting Member shall (unless the Nondefaulting Member elects the alternative remedy of Percentage Interest adjustment described in Section 3.3.4 below) be indebted to the Nondefaulting Member contributing or loaning on his behalf for the full amount of such contribution or loan plus interest thereon at the lesser of (i) the Prime Rate plus 4%, or (ii) the maximum rate allowed by Arizona law at the time of the contribution or loan, from the date the advance is made until paid. By this Agreement, the Defaulting Member grants to the Nondefaulting Member a security interest in and a lien on the interest in the Company of the Defaulting Member securing such indebtedness, which shall be due and payable upon demand by the Nondefaulting Member upon the expiration of 30 days from the date such advance is made or such longer period as the Nondefaulting Member may specify at the time the contribution or loan is made on behalf of the Defaulting Member. At the time the contribution or loan is made on behalf of the Defaulting Member by the Nondefaulting Member, the Defaulting Member shall execute and deliver to the Nondefaulting Member a promissory note, security agreement, UCC-1 financing statement and such other documents as may reasonably be required by the Nondefaulting Member to evidence such indebtedness and security interest. In the event such indebtedness is not paid upon demand upon expiration of such 30-day period (or such longer period as may have been specified by the Nondefaulting Member), the interest of the Defaulting Member may, at the option of the Nondefaulting Member, be retained by the Nondefaulting Member in satisfaction of such indebtedness or sold pursuant to the provisions of the Uniform Commercial Code of Arizona, reserving to all Members the rights and remedies contained therein. Without limiting the rights or remedies of the Nondefaulting Member, the Members agree and acknowledge that any such loan shall be repaid by the Defaulting Member from his share of Cash From Operations or Cash From Sales or Refinancing and the Manager is hereby authorized and directed to withhold amounts distributable to the Defaulting Member and pay them over to the Nondefaulting Member until all such loans are paid in full.
Interim Loan. Within ten days of the date of execution of this Agreement, CDXX will have acquired the promissory note issued by PENSAT and dated December 1, 2000, in the principal amount of $1 million. Subsequently, prior to the Effective Time, as additional investments or loans into CDXX are obtained, CDXX, at its sole option, may, but is not obligated to, extend further loans to PENSAT.
Interim Loan. Within five (5) business days after the execution of this Agreement, Corniche shall advance to Strandtek a loan of $1.0 million ($1,000,000) on an unsecured basis but personally guaranteed by Jerome Bauman, William Buckles, Jan Arnett and David Veltman (collecxxxxxx, xxx "Guxxxxxxxx") xxx otxxxxxxx xxssessxxx xxx xxxxx set forth in Appendix 5.6 attached hereto. The guaranty by each Guarantor shall be a fractional guaranty (and not joint and several) in the amount of $250,000 each. (Such loan may be referred to hereinafter as the "Corniche/Strandtek Loan"). Such loan shall be evidenced by the note included in Appendix 5.6 and such other loan documentation as is reasonably requested by Corniche. Notwithstanding anything contained in this Agreement to the contrary, the failure of Corniche to timely fund this interim loan shall give Strandtek, the Principal Shareholders and the Investor Loan Holders the right to terminate this Agreement upon written notice to Corniche.
Interim Loan. On the Effective Date, Stonepath Logistics International Services, Inc. will provide a non-interest bearing loan to Executive in the amount of $350,000 (the "Xxxxx Loan"). The Xxxxx Loan will be repaid by offset against any Earn-Out Payments due to Xx. Xxxxx under the Stock Purchase Agreement to the extent of 25% of the outstanding balance of the Xxxxx Loan per year during each of the four Earn-Out Payment Dates commencing on the second Earn-Out Payment Date. To the extent that the Xxxxx Loan has not been discharged by such offsets on or before the last Earn-Out Payment Date, it shall be repaid in cash in full on the last Earn-Out Payment Date. The Xxxxx Loan shall be evidenced by a promissory note executed by Xx. Xxxxx at the Closing, the form of which shall be attached as an exhibit to this Agreement.
Interim Loan. Concurrently with the execution of this Agreement, Parent and the Company shall enter into the Loan Agreement in the form of EXHIBIT J attached hereto, and both Parent and the Company shall take such other actions as are reasonably necessary to effect the terms of the Loan Agreement and the terms and conditions contemplated thereby, including but not limited to any and all actions necessary to perfect and protect the Company's security interests and liens described in the Loan Agreement.
Interim Loan. Employer agrees to provide Executive with a loan of $100,000 at the beginning of each of his first two (2) years of employment (the "Loan"). The Loan shall be due together with simple interest at the rate of eight percent (8%) per annum on April 17, 2004 (the "Maturity Date"), or on such earlier date that Executive shall have received aggregate proceeds of $5,000,000 from the sale of his Options or shares underlying the Options; provided, however, that the Executive shall not be required to repay the Loan if by the Maturity Date the sum of the proceeds received by Executive from the sale of his Options or underlying shares through the Maturity Date plus the remaining equity in the Options as of the Maturity Date, shall not equal or exceed $5,000,000.
Interim Loan. After the date hereof and prior to December 17, 1997, Purchaser shall make available to the Company a loan in the approximate amount of $20,000,000. The proceeds of such loan shall be used as follows: (i) $15,000,000 shall be invested in the Company Insurance Subsidiary and evidenced by a surplus note in a form to be mutually agreed to by the parties and (ii) $5,000,000 shall be used to satisfy in part the obligations of the Company to Huntington Bank. The Company shall repay the principal amount of such loan from the proceeds of the purchase of Stock hereunder. Simultaneously with the payment referred to in clause (ii) of the first sentence of this Section, the Company shall cause Huntington Bank to (i) terminate and release its security interest in the stock of the Company Insurance Subsidiary and (ii) execute and deliver all documents necessary to effect such termination and release.