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. The Purchaser hereby covenants and agrees upon: (i) satisfaction of the conditions contained in Section 6.1(a)(ii), (b), (e) (with respect to (a)(ii) and (b) only), (h)(ii), (iii), and (iv), (k), and (m); and (ii) the delivery of a duly executed promissory note substantially in the form attached as Exhibit E hereto (the "Promissory Note") to lend to the Company Two Million Five Hundred Thousand Dollars ($2,500,000) pursuant to the terms of the Promissory Note.
Interim Loan. Within two (2) days of the date hereof and following execution and delivery by PSI of a promissory note in the form of Exhibit 6.7 (the "Promissory Note"), Speex xxxll provide PSI a line of credit of up to $3,000,000 on the terms and conditions set forth in the Promissory Note. The principal amount and the accrued interest of such loan shall become due and payable on the earlier of Closing Date and September 1, 1998; provided, however, that at Speex'x xxxe discretion the repayment of such loan may be forgiven and the amount of the cash required to be delivered by Speex xx Closing shall be reduced by an amount equal to the principal balance and unpaid interest on the Promissory Note so forgiven.
Interim Loan. The proceeds of the loan from SAP to the Company under the Credit Agreement were used as follows: (i) approximately $14,000,000 were invested in the Company Insurance Subsidiary and evidenced by a surplus note; (ii) approximately $5,200,000 were used to satisfy in part the obligations of the Company to Huntington Bank; and (iii) approximately $800,000 were used to establish an interest reserve at the Company and to pay transaction expenses. The Company shall repay the principal amount of such loan and any accrued interest thereon as provided in Section 2.2 from the proceeds of the purchase of Common Stock and Warrants hereunder. Simultaneously with the payment referred to in clause (ii) of the first sentence of this Section, the Company caused 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.
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. At the time of closing of the Loan and subject to the satisfaction of each of the terms and conditions hereof and the delivery of each of the Closing Documents and the other items described in Section 1 hereof required to be delivered by Borrower and Guarantors, Bank will advance to Borrower the principal amount of Three Hundred Fifty THOUSAND and No/100 Dollars ($350,000.00) under the Note. The principal balance of the funds available for advance under the Note in the amount of Two Hundred Fifty THOUSAND and No/100 Dollars ($250,000.00) shall not be disbursed and Bank shall have no obligation to disburse the same unless within one hundred twenty (120) days from the date of closing Borrower has (i) secured all required municipal, regulatory, governmental and third party approvals necessary to vacate those portions of the utility easement which are situated underneath the building and other improvements on the Property and otherwise located on the Property in such a manner as may create an impediment to the use and operation of the Property, (ii) caused such utility easement to be vacated of record in the County Clerk's Records of El Paso County, Texas, and (iii) to the extent required by applicable law, ordinance or regulation, has filed an amended plat of the Westway Unit II subdivision to reflect the vacation thereof. Once Borrower has satisfied the foregoing requirements with respect to the utility easement and provided such evidence with regards thereto as may be required by Bank, and provided that at such time no Event of Default has occurred hereunder and no condition exists which with the giving of notice, lapse of time, or both or otherwise would constitute such an Event of Default, the balance of the principal available for advance under the Note will be disbursed to Borrower. Failure of Borrower to satisfy the foregoing requirements with respect to vacation of the utility easement shall constitute and Event of Default under the terms of this Loan Agreement and the terms of the Loan.
Interim Loan. (a) The Company shall loan to VWI, the sum of $300,000 (the “Loan”) from the first $300,000 of the $1,100,000 set forth in Section 1.03 above.
(b) VWI shall use the proceeds of the Loan for “Start-up Expenses”, in its sole discretion, in connection with the following Start-up Expenses. The amounts and categories of the Start-up Expenses may change, in the sole discretion of VWI, provided the Start-up Expenses are used for the purposes of VWI’s business. VWI will provide Jericho with an updated list of categories and the amounts of the Start-up Expenses expended in connection with each category at Jericho’s request:
a. Purchase of Client Data Base and Advertising 100,000 b. Build the Website 25,000 c. Purchase of communications equipment 15,000 d. Legal, accounting and licensing 20,000 e. Consulting fees and Salary 60,000 f. Credit card processing deposit and misc. expenses 60,000 The Loan shall be evidenced by a Secured Promissory Note (the “Note”) and Security Agreement, and shall be secured by all of the assets of VWI. The Note shall be non-interest bearing and non-recourse to WAR and shall have a Maturity Date of 36 months from the date of this Agreement.
