Subsequent Advance. Any time beginning 15 days prior to an Advance Period through the end of such Advance Period as set forth on Schedule 2.1(b), Company may by delivering to Lender a written Advance Request in the form provided by Lender to Company (“Advance Request”) request one or more Subsequent Advances in accordance with the Schedule 2.1(b) up to a maximum for all Advances equal to the Revenue Loan Amount. If all of the conditions set forth on Schedule 2.1(b) are satisfied on the date of the Advance Request, Lender will advance to Company the requested amount within 15 business days of receipt of the Advance Request. Contemporaneously with each Subsequent Advance, Company shall deliver to Lender a certificate signed on behalf of Company by the Key Person (or other officer of Company acceptable to Lender) confirming that Company is not in default and no Event of Default has occurred and that all representations and warranties of the Company Entities in Article 3 are true as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date). Lender may, in its sole discretion, waive or modify any one or more of the conditions to any Subsequent Advance.
Subsequent Advance. On and after the date on which Borrower files the Form S-4 with the SEC, Borrower may request, and Lender shall provide to Borrower, a single Advance in the aggregate principal amount equal to $800,000 (the “Subsequent Advance”); provided, that with respect to the Subsequent Advance, Borrower delivers to Lender an irrevocable notice not later than noon (New York time) five (5) Business Days prior to the Borrowing Date for the Subsequent Advance, specifying the Borrowing Date, which shall be a Business Day, of the Subsequent Advance (the “Borrowing Notice”).
Subsequent Advance. Lender shall not be required to make the Subsequent Advance, unless on the applicable Borrowing Date:
(a) No Event of Default of Default shall have occurred and be continuing or would result from the Subsequent Advance;
(b) Borrower shall have filed with the SEC, and shall not have withdrawn, the Form S-4.
(c) The Merger Agreement shall be in full force and effect.
(d) There shall not have occurred a Material Adverse Effect.
(e) At least five (5) Business Days shall have elapsed since Borrower shall have furnished to Lender a Borrowing Notice. Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by Borrower that all of the conditions contained in this Section 4.2 have been satisfied.
Subsequent Advance. After May 25, 2012 and prior to the earlier of (i) the Maturity Date and (ii) the first date on which the Notes together with all accrued interest have been repaid in full, the Company may deliver to the Purchasers a written notice (the “Borrowing Notice”) (a) setting out that no Default (as defined under the Notes) has occurred and is continuing; and (b) requesting a subsequent advance from each of the Purchasers of up to the same amount funded by each such Purchaser in its initial Advance at Closing (each, a “Subsequent Advance”). The Borrowing Notice shall be deemed to repeat the Company’s representations and warranties in Section 5 of the Notes as of the date of such Borrowing Notice. Upon receipt of the Borrowing Notice, each of the Purchasers, in its sole discretion, may make available to the Company its Subsequent Advance in immediately available funds. For the avoidance of doubt, any Subsequent Advance shall be considered an increase in the principal amount of the Notes held by such Purchaser commencing on the date such Subsequent Advance is made available and the Company shall issue the relevant Purchaser in accordance with this Agreement one Warrant for every two dollars of such Subsequent Advance.
Subsequent Advance. Subject to the terms and conditions hereof, Lender agrees to make the Subsequent Advance to Borrower, by wire transfer of immediately available funds pursuant to Borrower's written instructions. The Subsequent Advance shall be evidenced by a Secured Promissory Note of even date herewith, executed by Borrower in favor of Lender (the "Subsequent Note").
Subsequent Advance. On or before February 16, 2007, Lender shall fund the “Subsequent Advance” of the Loan in an amount not to exceed $8,000,000.00. The Subsequent Advance shall be used by Borrowers, in the following order of priority, to (a) pay the amount of Lender’s Expenses incurred through and including the date of funding of the Subsequent Advance and any reasonable related expenses estimated to be incurred thereafter, and (b) to repay the Almiron Loan and the Expocredit Loan (each as defined on Schedule 3.12 attached hereto and together hereinafter referred to as the “MBO Loans”) and the Factoring Agreement as defined on Schedule 3.12 attached hereto. A condition precedent to the use of the Subsequent Advance to repay the MBO Loans and the Factoring Agreement shall be that Borrowers deliver to Lender’s counsel, to be held in trust pending the funding of that portion of the Subsequent Advance necessary to repay the MBO Loans and to satisfy the Factoring Agreement, original documentation satisfactory to Lender, in Lender’s sole discretion, of amounts necessary to satisfy the MBO Loans and the Factoring Agreement, including without limitation, payoff and estoppel letters and the written satisfaction, cancellation and return of loan documentation related thereto, and the release of all collateral therefor.
Subsequent Advance. Upon receipt by the Lender of the Mortgage Loan Schedule and Exception Report including each of the Limited File Loans (showing no Exceptions thereto other than those approved by the Lender) which were the subject of an initial advance on the immediately preceding Funding Date, the Lender shall make a subsequent advance with respect to such Eligible Mortgage Loans equal to the difference between the amount of the initial advance and the amount which would have been funded on the Funding Date in accordance with the valuation method as described in Section 2.1(a) hereof.
Subsequent Advance. The Noteholder shall make a subsequent Advance of $2,288,000 within five Business Days after the Borrower files its Annual Report on Form 20-F with the U.S. Securities and Exchange Commission (the “Commission”) in a form acceptable to the Noteholder, provided that such filing is made on or before May 15, 2024. The Borrower acknowledges and agrees that such subsequent Advance shall be disbursed with an original issue discount equal to $288,000 (net availability of $2,000,000 after deduction of such original issue discount). As a condition to the disbursement of such subsequent Advance, the Borrower shall, at least prior to the disbursement date selected by the Noteholder, (i) deliver to the Noteholder a written notice setting out (a) that no Default or Event of Default has occurred and is continuing, or to the knowledge of the Borrower, is expected to occur, (b) that the Borrower’s representations and warranties in Section 8 as of the date of such notice are true and correct in all respects and (c) that all covenants contained in the Side Letter including any post-closing covenants had been complied with and (ii) any debentures and security documents required to be executed by the Company’s United Kingdom subsidiaries shall have been executed and any other requirements related to the granting of security thereto shall have been completed.
Subsequent Advance. Upon the written request of the Borrower, at the sole option of the Borrower, provided to the Agent not later than December 31, 2004, the Lenders agree to make the Subsequent Advance to the Borrower subject to the following terms and conditions:
5.20.1 No Default or Event of Default shall have occurred and be continuing as of the date such notice is given and as of date of the proposed Subsequent Advance;
5.20.2 The Borrower remains in compliance with the various conditions set forth in Section 5.1 through 5.19 above; and
5.20.3 The Borrower is in compliance with the Financial Covenants and shall remain in pro forma compliance with the Financial Covenants after giving effect to the Subsequent Advance.
Subsequent Advance. Provided an Event of Default has not occurred and is continuing, the Borrower is in compliance with all terms and conditions herein contained and subject to and fulfilment of the conditions precedent contained in paragraph 7.2 of this Agreement, after August 31, 2012, but with five Business Days prior notice the Lender will advance to the Borrower the amount of the Subsequent Advance requested by the Borrower on a Business Day requested by the Borrower, provided such Business Day is on or before the Draw Period End Date (the “Subsequent Advance Date”).
