Pre-Paid Advances Sample Clauses

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the principal amount of up to $5,000,000 (collectively, along with the $2,500,000 in advances made available pursuant to the NPA, the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit A (each, a “Promissory Note”) in two tranches. The first tranche of the Pre-Paid Advance pursuant to this Agreement shall be in a principal amount of up to $2,500,000 and, subject to the satisfaction of the conditions set forth in Annex II attached hereto, shall be advanced within two Business Days of the closing of the Business Combination (the “First Pre-Advance Closing”). The second tranche of the Pre-Paid Advance shall be in a principal amount of up to $2,500,000 and, subject to the satisfaction of the conditions set forth in Annex II attached hereto, shall be advanced on the sixtieth day following the date the initial Registration Statement first becomes effective (the “Second Pre-Advance Closing”) (each of the First Pre-Advance Closing and the Second Pre-Advance Closing individually referred to as a “Pre-Advance Closing” and collectively referred to as the “Pre-Advance Closings”).

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the principal amount of $4,000,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (the “Promissory Note”). The first Pre-Paid Advance shall be in a principal amount of $2,000,000 and advanced up the Effective Date of this Agreement (the “First Pre-Advance Closing”), and the second Pre-Paid Advance shall be in a principal amount of $2,000,000 and advanced on the second Trading Day after the effectiveness of the initial Registration Statement (the “Second Pre-Advance Closing”) (individually referred to as a “Pre-Advance Closing” and collectively referred to as the “Pre-Advance Closings”).

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the principal amount of $6,500,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (each, a “Promissory Note”), and shall be advanced on the Effective Date of this Agreement (the “Pre-Advance Closing”).

Pre-Paid Advances. On the date hereof, the Investor shall advance to the Company up to $11,500,000 , in tranches (each tranche, a “Pre-Paid Advance”), which shall be evidenced by a convertible promissory note in the form attached hereto as Exhibit C (the “Promissory Note”). The first Pre-Paid Advance shall be in an amount of $5,750,000 and advanced upon the signing of this Agreement (the “First Pre-Advance Closing”), and the second Pre-Paid Advance shall be in an amount of $5,750,000 and advanced no later than the effectiveness of the initial Registration Statement (the “Second Pre-Advance Closing”) (individually referred to as a “Pre-Advance Closing” and collectively referred to as the “Pre-Advance Closings”). Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. The First Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the date hereof (or such other date or time as is mutually agreed to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 a.m., New York time, no later than the effectiveness of the initial Registration Statement (or such other date or time as is mutually agreed to by the Company and the Investor). At each Pre-Advance Closing the Investor shall advance to the Company the amount of such Pre-Paid Advance, in immediately available funds into the Custodian Account (defined below), and the Company shall deliver the Promissory Note with a principal amount equal $14,375,000, reflecting an original issue discount of 20%, duly executed on behalf of the Company. In the event the Custodian Account has not been established at the time of the First Pre-Advance Closing, which shall include the full execution of the Control Agreement (as defined below), the Cryptocurrency Funds (as defined below) shall be held in escrow for a period of up to sixty (60) days. If upon the sixtieth (60th) day of such funds first being deposited into escrow the Custodian Account has not been established or for any reason cannot accept the Cryptocurrency Funds, the Cryptocurrency Funds shall be returned to the Investor from escrow.

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the principal amount of $21,000,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (each, a “Promissory Note”) in three tranches. The first tranche of the Pre-Paid Advance shall be in a principal amount of $5,000,000 and advanced on the Effective Date of this Agreement (the “First Pre-Advance Closing”), the second tranche of the Pre-Paid Advance shall be in a principal amount of $5,000,000 and advanced on the second Trading Day after the filing of the initial Registration Statement (the “Second Pre-Advance Closing”), and the third tranche of the Pre-Paid Advance shall be in a principal amount of $11,000,000 and advanced on the second Trading Day after the initial Registration Statement first becoming effective (the “Third Pre-Advance Closing”), (each of the First Pre-Advance Closing, Second Pre-Advance Closing, and Third Pre-Advance Closing individually referred to as a “Pre-Advance Closing” and collectively referred to as the “Pre-Advance Closings”).

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the aggregate principal amount of $15,000,000 in the tranches set forth below, which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (each, a “Promissory Note”). Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the first Pre-Paid Advance shall be in a principal amount of $3,000,000 (the “First Pre-Paid Advance”) and advanced on the date of the execution of this Agreement (the “First Pre-Advance Closing”), the second Pre-Paid Advance shall be in a principal amount of $3,000,000 (the “Second Pre-Paid Advance”) and advanced on the second Trading Day after the initial Registration Statement is filed with the SEC (the “Second Pre-Advance Closing”), the third Pre-Paid Advance shall be in a principal amount of $2,000,000 (the “Third Pre-Paid Advance”) and advanced on the second Trading Day after the initial Registration Statement is declared effective by the SEC (the “Third Pre-Advance Closing”), and the Fourth Pre-paid Advance shall be in a principal amount of $7,000,000 (the “Fourth Pre-Paid Advance,” and each of the First Pre-Paid Advance, the Second Pre-Paid Advance, the Third Pre-Paid Advance and the Fourth Pre-Paid Advance, a “Pre-Paid Advance”) and advanced upon the mutual consent of the Company and the Investor(the “Fourth Pre-Advance Closing,” and each of the First Pre-Advance Closing, the Second Pre-Advance Closing, the Third Pre-Advance Closing and the Fourth Pre-Advance Closing, individually referred to as a “Pre-Advance Closing” and collectively referred to as the “Pre-Advance Closings”).

Pre-Paid Advances. Subject to the mutual consent of the parties, the Investor shall advance to the Company the principal amount of $40,000,000 (the “Pre-Paid Advance”) within 45 days of the Effective Date on terms as may be agreed upon by the parties. Subject to the mutual consent of the parties, after the 45th day following the Effective Date, as long as no Pre-Paid Advance is outstanding, the Investor shall advance to the Company the principal amount of up to $40,000,000, which can be made from time to time, in whole or in part, at such time and on such terms as both parties agree.

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the principal amount of up to $12,500,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (each, a “Promissory Note”) in three tranches. The first Pre-Paid Advance shall be in a principal amount of $5,000,000 and advanced upon the Effective Date of this Agreement (the “First Pre-Advance Closing”), the second Pre-Paid Advance shall be in a principal amount of $5,000,000 and advanced on the second Trading Day after the later of the effectiveness of the initial Registration Statement or shareholder approval to exceed the Exchange Cap (the “Second Pre-Advance Closing”), and the third Pre-Paid Advance shall be in a principal amount of $2,500,000 and advanced on the date that is sixty days following the Second Pre-Advance Closing (the “Third Pre-Advance Closing”) (individually referred to as a “Pre-Advance Closing” and collectively referred to as the “Pre-Advance Closings”).

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex I attached hereto, upon the request of the Company, the Investor shall advance to the Company up to $700,000 of the Commitment Amount hereunder (each, a “Pre-Paid Advance”), which shall be evidenced by a promissory note in the form attached hereto as Exhibit C (the “Promissory Note”). The Pre-Paid Advance shall be advanced to the Company in whole or in part, within two days of each request made by the Company, which requests may be made beginning on the date of approval of the shareholders of the Company for the issuance of shares under the rules of the Nasdaq (each, a “Pre-Advance Closing”). Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. At each Pre-Advance Closing the Investor shall advance to the Company the amount of the Pre-Paid Advance, less a discount in the amount equal to 3% of the amount of the Pre-Paid Advance, in immediately available funds to an account designated by the Company in writing, and the Company shall deliver the Promissory Note with a principal amount equal to the full amount of the Pre-Paid Advance, duly executed on behalf of the Company. Unless otherwise agreed by the Investor, any Advances delivered while the Promissory Note is outstanding shall first be used to satisfy any Installment Amount (as defined in the Promissory Note) coming due.