Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Annually, within 30 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to Subordinated Debt holders Within 5 Business Days of delivery Yes No SEC filings Within 5 Business Days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No IP report At the end of each calendar quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10
Appears in 2 contracts
Samples: Loan and Security Agreement (Evelo Biosciences, Inc.), Loan and Security Agreement (Evelo Biosciences, Inc.)
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Monthly, within 30 days Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Annually, within 30 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 180 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to stockholders or holders of Subordinated Debt holders Within 5 Business Days days of delivery Yes No SEC filings Within 5 Business Days days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No Board, committee and subcommittee or advisory board materials Within 5 days of any Board or committee or subcommittee meeting, as delivered to Board Yes No Board minutes Promptly after Board meetings Yes No IP report At the end of each calendar fiscal quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10Copies of preferred stock financing documents Together with Compliance Certificate due after closing of such financing Yes No
Appears in 1 contract
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Annually, within 30 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to Subordinated Debt holders Within 5 Business Days of delivery Yes No SEC filings Within 5 Business Days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No IP report At the end of each calendar quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10No
Appears in 1 contract
Samples: Evelo Biosciences, Inc.
Reporting Covenants Required Complies. Monthly financial statements and Monthly, within 30 days Yes No Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly financial statements QuarterlyMonthly, within 45 30 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Operating Budget and Financial Projections Annually, within 30 upon the earlier of (x) 60 days of fiscal year end or within and (y) 5 Business Days of any Board after Board’s approval of a material update thereto projections Yes No Annual audited financial statements and any management letters Annually, within 90 150 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to Subordinated Debt holders stockholders Within 5 Business Days of delivery Yes No SEC filings Within 5 Business Days days after filing with SEC (deemed delivered or by posting to/linking on Borrower Representative’s link to website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No Board materials As and when delivered to Board Yes No Board minutes Promptly after Board meetings Yes No IP report At the end of each calendar quarter Quarterly, within 30 days Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) statements, or when received within 3 Business Days of a request by a Loan Party Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10Other Covenants Required Actual Complies Equipment financing Indebtedness Not to exceed $500,000 outstanding $ Yes No Unsecured credit card Indebtedness Not to exceed $250,000 outstanding at any time $ Yes No Repurchases of stock from former employees, consultants, officers and directors Not to exceed $250,000 per fiscal year $ Yes No Investments in Subsidiaries that are not Loan Parties Not to exceed $100,000 per fiscal year $ Yes No Deposits or pledges for bids, tenders, contracts, leases, surety or appeal bonds Not to exceed $250,000 at any time $ Yes No Reimbursement obligations under letters of credit Not to exceed $100,000 at any time $ Yes No Investments consisting of employee loans Not to exceed $250,000 at any time $ Yes No Other Indebtedness Not to exceed $250,000 in the aggregate $ Yes No
Appears in 1 contract
Samples: Conformed Loan and Security Agreement (Metacrine, Inc.)
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Annually, within 30 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to Subordinated Debt holders Within 5 Business Days of delivery Yes No SEC filings Within 5 Business Days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No IP report At the end of each calendar quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Board Package Within 5 Business Days of delivery to the Board Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10No
Appears in 1 contract
Samples: Loan and Security Agreement (Evelo Biosciences, Inc.)
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Projections: Annually, within 30 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 120 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to Subordinated Debt holders stockholders Within 5 Business Days days of delivery (if not publicly posted and electronically available) Yes No SEC filings Within 5 Business Days days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No Summary capitalization table Within 5 days of material change Yes No Board materials As and when delivered to Board Yes No Board minutes Promptly after Board meetings Yes No IP report At the end of each calendar fiscal quarter Yes No Federal tax return Within 5 days of when filed Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) On the last day of each month, or when received within 3 days of Agent’s request Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10No
Appears in 1 contract
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within (a) 45 days for each month ending prior to February 1, 2023, and (b) 30 days for each month ending thereafter Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Quarterly, within 30 days Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Annually, within 30 90 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to stockholders or holders of Subordinated Debt holders Within 5 Business Days of delivery Yes No SEC filings Within 5 Business Days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims seeking damages over $500,000500,000.00) Promptly Yes No Board, committee and subcommittee or advisory board materials Within 7 Business Days after Board meeting Yes No Board minutes Within 7 Business Days after Board meeting minutes have been approved Yes No IP report At the end of the last month of each calendar quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondence, reports, documents and other filings Within 5 7 Business Days after receipt Yes No 205707600 v10No
Appears in 1 contract
Samples: Loan and Security Agreement (Mind Medicine (MindMed) Inc.)
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Projections: Annually, within 30 60 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 days of on or before September 30, 2020 with respect to fiscal year end 2019, such due date to be made one month earlier relative to the prior year each year thereafter (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s websiteor, if earlier, when required to be filed with the Securities and Commission) Yes No Statements, reports and notices to Subordinated Debt holders stockholders Within 5 Business Days days of delivery Yes No SEC filings Within 5 Business Days days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No 409A valuation report Within 5 days of receipt Yes No Summary capitalization table Within 5 days of material change Yes No Board materials As and when delivered to Board Yes No Board minutes Promptly after Board meetings Yes No IP report At the end of each calendar fiscal quarter Yes No Federal tax return Within 5 days of when filed Yes No Bank account statements (with transaction detail) On the last day of each month, or within 3 days of Agent’s request Yes No Copies of preferred stock financing documents Together with monthly financial statements (upon request) or when received Compliance Certificate due after closing of such financing Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt PPP Loan use of proceeds / loan forgiveness update Together with Compliance Certificate (if applicable) Yes No 205707600 v10N/A
Appears in 1 contract
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Monthly, within 30 days Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Operating Budget and Financial Projections Annually, within 30 days of fiscal year end or and within 5 Business Days days of any Board approval of a material update thereto modification Yes No Annual audited financial statements and any management letters Annually, within (i) 120 days for Borrower’s 2023 fiscal year end and (ii) 90 days of any other fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to stockholders or holders of Subordinated Debt holders Within 5 Business Days days of delivery Yes No SEC filings Within 5 Business Days days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No Board or advisory board materials Within 5 Business Days of Parent’s Board meeting Yes No Board minutes Within 5 Business Days of Parent’s Board meeting Yes No IP report At the end of each calendar fiscal quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10Copies of preferred stock financing documents Together with Compliance Certificate due after closing of such financing Yes No
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (ASLAN Pharmaceuticals LTD)
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Monthly, within 30 days Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Operating Budget and Financial Projections Annually, within 30 days of fiscal year end or and within 5 Business Days days of any Board approval of a material update thereto modification Yes No Annual audited financial statements and any management letters Annually, within (i) 120 days for Borrower’s 2023 fiscal year end and (ii) 90 days of any other fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to stockholders or holders of Subordinated Debt holders Within 5 Business Days days of delivery Yes No SEC filings Within 5 Business Days days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No Board or advisory board materials Within 5 Business Days of Parent’s Board meeting Yes No Board minutes Within 5 Business Days of Parent’s Board meeting Yes No IP report At the end of each calendar fiscal quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10Copies of preferred stock financing documents Together with Compliance Certificate due after closing of such financing Yes No 13-Week Cash Flow Statement and updated bank account statements (i) prior to the occurrence of the Successful Funding Event, within three (3) Business Days after the end of each calendar week, and (ii) on and after the occurrence of the Successful Funding Event, within three (3) Business Days after the last day of each month Yes No Qualifying Payment Notice Two (2) Business Days after a Loan Party has knowledge of receiving a Qualified Payment Yes No
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (ASLAN Pharmaceuticals LTD)
Reporting Covenants Required Complies. A/R & A/P Agings Within 5 days of 15th and last day of each month Yes No Borrowing Base Certificate Within 5 days of 15th and last day of each month Yes No Monthly financial statements and + Compliance Certificate Monthly, Monthly within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon requestprior to IPO) Yes No Quarterly financial statements Quarterly, + Compliance Certificate Quarterly within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s websiteafter IPO) Yes No Annual Projections Annually, Copies of reports/statements from banks/financial institutions Monthly within 30 15 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, FYE within 90 120 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to Subordinated Debt holders Within 5 Business Days of delivery Tax returns FYE within 120 days Yes No SEC filings Within 5 Business Days after filing with SEC (deemed delivered by posting to/linking on Borrower RepresentativeFinancial Covenants Required Actual Complies MIT’s website) Quarterly EBITDA for quarter ending 12/31/19 [$ to be updated following Lender’s receipt of updated projections prior to closing] $_____________ Yes No Legal action notices MIT’s Minimum Net Income / Profitability (for quarter ending March 31, 2020 and updates (claims over each quarter thereafter) [$ to be updated following Lender’s receipt of updated projections prior to closing] $500,000) Promptly _____________ Yes No IP report At the end of each calendar quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondenceComments Regarding Exceptions: See Attached. Sincerely, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10SIGNATURE TITLE DATE EXHIBIT E WARRANT EXHIBIT F JOINDER AGREEMENT
Appears in 1 contract
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days (excluding for the last month of each fiscal quarter) Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Monthly, within 30 days Yes No Quarterly financial statements and Compliance Certificate Quarterly, within 45 30 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Annually, within 30 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. Statements, reports and notices to stockholders or holders of Subordinated Debt holders Within 5 Business Days days of delivery Yes No SEC filings Within 5 Business Days days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000250,000) Promptly Yes No Board, committee and subcommittee or advisory board materials As and when delivered to Board Yes No Board minutes Promptly after Board meetings Yes No IP report At the end of each calendar fiscal quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10Updates re ISR Tax Matter Together with monthly financial statements (to the extent any material development or change in potential liability Yes No
Appears in 1 contract