Pre-Paid Advance Sample Clauses

Pre-Paid Advance. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company $1,100,000 (after deducting any discounts set forth herein) (the “Pre-Paid Advance”). The closing of the Pre-Paid Advance shall occur remotely by conference call and electronic delivery of documentation on the date hereof, (the “Pre-Advance Date”) provided that applicable conditions set forth on Annex I have been satisfied (or such other date and time as is mutually agreed to by the Company and the Investor). At the closing, the Investor shall advance to the Company the principal amount of the Pre-Paid Advance, less a discount in the amount equal to 10% of the principal amount of the Pre-Paid Advance netted from the purchase price due and structed as an original issue discount (the “Original Issue Discount”), in immediately available funds to an account designated by the Company in writing. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned on the Pre-Advance Date, and (ii) shall not reduce the principal amount of the Pre-Paid Advance.
Sample 1
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Pre-Paid Advance. On the date hereof, the Investor shall advance to the Company the principal amount of $1,304,758.00] (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (the “Promissory Note”). The Pre-Paid Advance shall be advanced on the Effective Date (the “Pre-Advance Closing”).
Sample 1
Pre-Paid Advance. Subject to the satisfaction of the conditions set forth in Annex I attached hereto, the Investor shall advance to the Original Company the principal amount of $2,500,000 (the “Pre-Paid Advance”), which shall be evidenced by a convertible promissory note in the form attached hereto as Exhibit G (the “Promissory Note”). The Pre-Paid Advance shall be in an amount of $2,500,000 and advanced upon the execution of this Agreement (the “Pre-Paid Advance Closing”), subject, however, to the Original Issue Discount as described below.
Sample 1
Pre-Paid Advance. Subject to the satisfaction of the conditions set forth in Annex I attached hereto, the Investor shall advance to the Company the principal amount of $8,510,000 (less any deductions set forth herein) of the Commitment Amount hereunder (the “Pre-Paid Advance”), which shall be evidenced by a secured convertible promissory note in the form attached hereto as Exhibit G (the “Promissory Note”). The Pre-Paid Advance shall be advanced on the date of execution of this Agreement (the “Pre-Paid Advance Closing”). At the Pre-Paid Advance Closing, the Company shall sell, and the Investor agrees to purchase, a corresponding number of warrants as determined pursuant to Section 2.02.
Sample 1
Pre-Paid Advance. (a) Subject to the satisfaction of the conditions set forth in Annex II attached hereto (the “Advance Conditions”) applicable to the First Closing, the Investor shall advance to the Company the principal amount of $15,000,000 (the “First Pre-Paid Advance”) on the First Closing Date. Subject to the satisfaction of the Advance Conditions applicable to the Second Closing, the Investor shall advance to the Company the principal amount of $20,000,000 (the “Second Pre-Paid Advance,” and together with the First Pre-Paid Advance, the “Pre-Paid Advances,” and each, a “Pre-Paid Advance”) on the Second Closing Date. Each Closing shall occur remotely by conference call and electronic delivery of documentation. The date and time of each Closing shall be as follows: (i) the First Closing shall be at 10:00 a.m., New York time, on the first Business Day on which the Advance Conditions applicable to the First Closing are satisfied or waived in writing (or such other date as is mutually agreed to by the Company and the Investor) (the “First Closing Date”) and (ii) the Second Closing shall be at 10:00 a.m., New York time, on the first Business Day after the Company has obtained the Exchange Cap Stockholder Consent, provided that the Advance Conditions applicable to the Second Closing are satisfied or waived at such time (or such other date as is mutually agreed to by the Company and the Investor) (the “Second Closing Date” and together with the First Closing Date, the “Closing Dates,” and each, a “Closing Date”). (b) At each Closing, the Investor shall advance to the Company the principal amount of the applicable Pre-Paid Advance less a discount in the amount equal to six percent (6%) of the principal amount of such Pre-Paid Advance netted from the Purchase Price due and structured as an original issue discount (the “Original Issue Discount”), in immediately available funds to an account designated by the Company in writing. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned at each Closing with respect to the Pre-Paid Advance paid at such Closing, and (ii) shall not reduce the principal amount of the Pre-Paid Advances.
Sample 1
Pre-Paid Advance. Subject to the satisfaction of the conditions set forth in Annex I attached hereto, the Investor shall advance to the Company the principal amount of $50,000,000 (the “Pre-Paid Advance”) which shall be evidenced by a convertible promissory note in the form attached hereto as Exhibit A (the “Promissory Note”). The first Pre-Paid Advance shall be in a principal amount of $40,000,000 and advanced on the date of this Agreement (the “First Pre-Advance Closing”), and the second Pre-Paid Advance shall be in a principal amount of $10,000,000 and advanced on the second Trading Day after the initial Registration Statement becomes effective (the “Second Pre-Advance Closing”) (individually referred to as a “Closing” and collectively referred to as the “Closings”).
Sample 1

Related to Pre-Paid Advance

  • LOANS, ADVANCES, INVESTMENTS Make any loans or advances to or investments in any person or entity, except any of the foregoing existing as of, and disclosed to Bank prior to, the date hereof.

  • Eurodollar Rate Loans After Default After the occurrence of and during the continuation of a Potential Event of Default or an Event of Default, (i) Company may not elect to have a Loan be made or maintained as, or converted to, a Eurodollar Rate Loan after the expiration of any Interest Period then in effect for that Loan and (ii) subject to the provisions of subsection 2.6D, any Notice of Borrowing or Notice of Conversion/Continuation given by Company with respect to a requested borrowing or conversion/continuation that has not yet occurred shall be deemed to be rescinded by Company.

  • Loans, Advances, Investments, Etc Make or commit or agree to make, or permit any of its Subsidiaries make or commit or agree to make, any Investment in any other Person except for Permitted Investments.

  • Revolving Loan The Borrower shall repay to the Lenders in full on the date specified in clause (a) of the definition of “Revolving Termination Date” the aggregate principal amount of the Revolving Loans and Swing Loans outstanding on the Revolving Termination Date.

  • Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.18(c).

  • Base Rate Loans Substituted for Affected Fixed Rate Loans If (i) the obligation of any Bank to make or to continue or convert outstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03(a) or 8.04 with respect to its Euro-Dollar Loans and the Borrower shall, by at least five Euro-Dollar Business Days' prior notice to such Bank through the Administrative Agent, have elected that the provisions of this Section shall apply to such Bank, then, unless and until such Bank notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer apply: (a) all Loans which would otherwise be made by such Bank as (or continued as or converted to) Euro-Dollar Loans, as the case may be, shall instead be Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related Euro-Dollar Loans of the other Banks), and (b) after each of its Euro-Dollar Loans has been repaid, all payments of principal which would otherwise be applied to repay such Loans shall be applied to repay its Base Rate Loans instead. If such Bank notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, the principal amount of each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the first day of the next succeeding Interest Period applicable to the related Euro-Dollar Loans of the other Banks.

  • Additional Interest on Eurodollar Rate Advances The Borrower shall pay to each Lender, so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent, and such determination shall be conclusive and binding for all purposes, absent manifest error.

  • Fixed Rate Loans Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of an ARD Loan after its Anticipated Repayment Date and except for the imposition of a default rate.

  • Revolving Advances (a) The Note A-2 Holder hereby agrees to advance to the Mortgage Loan Borrower any Revolving Advance required to be made under Note A-2 and the Mortgage Loan Documents, it being the specific intent of the parties hereto that no other Noteholder shall have any obligation and shall not be liable for making any Revolving Advance. The Note A-2 Holder shall remit each Revolving Advance on the date that such Revolving Advance is required to be made pursuant to the Mortgage Loan Documents and Note A-2. The parties hereto agree that (i) the determination of whether the Mortgage Loan Borrower is entitled to receive any Revolving Advance shall rest solely with the Note A-2 Holder, who shall be responsible for conducting any and all due diligence, loan documentation and pre-funding requirements in connection therewith, and (ii) the Note A-2 Holder shall be solely responsible for funding the Revolving Advance to the Mortgage Loan Borrower following such determination that the Mortgage Loan Borrower is entitled to receive such Revolving Advance under the terms of the Mortgage Loan Agreement. (b) For so long as the Revolving Advance Obligation has not been fully discharged and any Securitization is outstanding, Note A-2 may only be transferred to a transferee: (i) that is a Qualified Institutional Lender, or (ii) if the credit rating of the transferee from any applicable Rating Agency is lower than the credit rating of the Initial Note A-2 Holder, as to which the A-2 Holder has received confirmation in writing from each such Rating Agency that such Transfer will not result in a qualification, downgrade or withdrawal of its then current ratings of the Certificates, which confirmation will not be predicated upon any action by the Mortgage Loan Borrower. In addition, for so long as the Revolving Advance Obligation has not been fully discharged, (i) no Transfer of Note A-2 shall violate the Mortgage Loan Documents and (ii) the transferee shall assume all Revolving Advance Obligations pursuant to an assignment and assumption agreement whereby such transferee agrees to be bound by all provisions applicable to the Note A-2 Holder. (c) The Note A-2 Holder shall indemnify and hold harmless each other Noteholder, any Servicer, the Certificate Administrator and the Trustee (each a “Revolving Advance Indemnified Party”), against any and all losses, claims, damages, costs, expenses (including the fees and disbursements of outside counsel retained by any such person) and liabilities in connection with, arising out of, or as a result of the Note A-2 Holder's failure to satisfy its obligations to make any and all Revolving Advances, including without limitation, (i) any claims made by the Mortgage Loan Borrower or its Affiliates or (ii) any failure of payment by the Mortgage Loan Borrower under the Mortgage Loan, in each case that results from a failure to make any Revolving Advance as required under the Mortgage Loan Documents, except, as to such Future Funding Indemnified Party, to the extent that it is finally judicially determined that any losses, claims, damages, costs, expenses or liabilities resulted primarily from the bad faith or willful misconduct of such Revolving Advance Indemnified Party. Each Revolving Advance Indemnified Party shall be a third party beneficiary of this Agreement with respect to the indemnification obligations of the Note A-2 Holder set forth in this Section 41. In the event that the Note A-2 Holder becomes involved in any action, proceeding or investigation in connection with any transaction or matter referred to or contemplated by this Agreement, the Note A-2 Holder shall promptly reimburse such Revolving Advance Indemnified Party upon demand therefor in an amount equal to its reasonable legal and other expenses (including the costs of any investigation and preparation) incurred in connection therewith to the extent such party is entitled to indemnification for such legal or other costs and expenses hereunder. In addition, the Note A-2 Holder agrees that each Revolving Advance Indemnified Party may deduct and offset any amount to be indemnified hereunder from and against any amount that is due to the Note A-2 Holder under the Servicing Agreement. The indemnification obligations of the Note A-2 Holder hereunder shall survive any termination of the Agreement. Each Revolving Advance Indemnified Party's rights pursuant to this Section 41 are in addition to any other rights a Revolving Advance Indemnified Party may have at law or in equity. (d) The Note A-2 Holder shall provide notice of the making of any Revolving Advance and the amount of such Revolving Advance to each other Noteholder, the Master Servicer, the Special Servicer and the Operating Advisor. (e) The Note A-1-A-1 Holder (or at any time when such Note is included in a Securitization, the Master Servicer) shall maintain a record of each Revolving Advance advanced by the Note A-2 Holder and will increase the Note A-2 Principal Balance by the amount of such Revolving Advance.

  • Repayment of Excess Advances The aggregate balance of Advances outstanding at any time in excess of the maximum amount of Advances permitted hereunder shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or Event of Default has occurred.

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