The Bridge Loan. The Lender agrees to make a term loan in accordance with the terms hereunder available to the Borrower in the maximum principal amount of C$5,500,000 (the “Bridge Loan”) until the Maturity Date.
The Bridge Loan. Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single Loan to the Borrower (each a "Loan" and collectively, the "Loans" or the "Bridge Loan") on the Closing Date in a principal amount not to exceed each such Lender's Commitment; provided, however, that if for any reason (other than the failure of a Lender to make such Loan) the amount of such Lender's Commitment is not drawn on the Closing Date, the undrawn portion thereof shall be cancelled. The execution and delivery of this Agreement by the Borrower and the satisfaction of all conditions precedent set forth in Section 3.1 hereof shall be deemed to constitute the Borrower's request to borrow hereunder on the Closing Date.
The Bridge Loan. (a) Subject to the terms and conditions of this Agreement, the Lender agrees to provide to the Borrower a loan in the aggregate amount of up to $500,000 (the “Principal Amount”) in several installments as described herein.
(b) The Company shall use the Principal Amount in accordance with a budget, pre approved by the Lender (the “Budget”) a copy of which has been previously provided to Lender and which is included in the Schedule of Exceptions and Disclosures referred to in the preamble to Article 2 below.
(c) Lender shall transfer the first installment, in the aggregate amount of US$200,000 to the Borrower on Sunday, January 29th, 2006 (the “First Installment”).
(d) Additional installments shall be loaned to the Borrower on an as-needed basis, as determined between the Lender and Borrower, provided that the Borrower is in compliance with the Budget and further provided that Lender and Borrower have executed, an Advancement of Installment Form, in the form attached hereto as Schedule 1.1(d) (each, an “Additional Installment”, and collectively the “Additional Installments”).
(e) Each of the First Installment and any Additional Installment of the Principal Amount shall accrue and bear interest at the annual rate of eight percent (8%) (“Interest”). The Principal Amount together with the Interest shall be referred to herein as the “Loan”. Each of the First Installment and any Additional Installment of the Principal Amount shall begin to accrue Interest on the date on which it was actually advanced by the Lender to the Borrower (each, a “Loan Date”) and until the earlier of conversion in accordance with the terms and conditions of the Convertible Loan Agreement or the repayment of the Loan on the Maturity Date of the Convertible Loan (as such term is defined in the Convertible Loan Agreement) or on the Early Repayment Date.
The Bridge Loan. (A) The Lender shall have received, on or prior to the Closing Date, the following documents:
(i) this Agreement, duly executed and delivered;
(ii) the Bridge Note in the form of Exhibit "A", duly executed and delivered;
(iii) the Guaranty Agreement in the form of Exhibit "B", duly executed and delivered; and
(iv) such other documents and certificates as to the transactions contemplated by this Agreement and the other Loan Documents as the Lender may reasonably request.
(B) The representations and warranties of the Borrower contained in Article 5 hereof shall be true on and as of the Closing Date; the Borrower shall have complied with all covenants and conditions hereof; there shall exist on the Closing Date no Event of Default or Potential Default; and the Borrower shall have delivered to the Lender a certificate of its Chief Executive Officer, President and Chief Financial Officer dated the Closing Date, to each such effect.
(C) All legal details and proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to the Lender and its counsel, and the Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as the Lender or its counsel may reasonably request.
The Bridge Loan. The Bank agrees, subject to the completion of the Acquisition and upon the terms and conditions set forth in this agreement, to grant to the Borrower the Bridge Loan, and the Borrower agrees to accept the Bridge Loan from the Bank, in the aggregate maximum amount of seventeen million one hundred thousand Dollars ($17,100,000.00).
The Bridge Loan. Subject to the terms of this Agreement and in accordance with the procedure set out in Section 3.3, the Purchaser agrees to make advances (each a “Bridge Loan Advance”) to the Company and the Surviving Company, jointly and severally, in an aggregate amount not to exceed the Maximum Bridge Loan Amount. The amount and anticipated funding date of each Bridge Loan Advance and the milestones which must be satisfied prior to such Bridge Loan Advance (each a “Milestone”) are set forth on Schedule B hereto. The Bridge Loan shall be evidenced by the Bridge Note.
The Bridge Loan. TSCI hereby lends to PPI and PPI hereby accepts from TSCI the sum of One Hundred and Fifty Thousand and 00/100 ($150,000) Dollars (the ABridge Loan"). The Bridge Loan shall be evidenced by a secured, convertible promissory note in the form annexed hereto as Exhibit "A" and hereby incorporated herein by reference (the "Note"). At the closing of the Bridge Loan which shall take place via facsimile and overnight package delivery service not later than March 3, 1999 (the "Closing"), PPI shall deliver to TSCI a duly executed copy of the Note. The Bridge Loan proceeds shall be evidenced by a Federal wire transfer effectuated at the Closing to such bank account as PPI shall have advised TSCI in writing at least 24 hours prior to the Closing, or by TSCI's business check payable to the order of PPI and delivered to PPI at the Closing.
The Bridge Loan. The following is a summary of the Loan and Security Agreement, dated as of October 8, 2002 (the “Loan and Security Agreement”), and Intellectual Property Security Agreement, dated as of October 8, 2002 (the “Intellectual Property Security Agreement”), each entered into between Borland and Starbase, and the bridge loan (“Bridge Loan”) to be funded by Borland thereunder. The following summary does not purport to be a complete description of the terms and conditions of the Loan and Security Agreement and the Intellectual Property Security Agreement and is qualified in its entirety by reference to the Loan and Security Agreement and Intellectual Property Security Agreement, copies of which are filed as exhibits to the Tender Offer Statement on Schedule TO that has been filed with the Securities and Exchange Commission by the Purchaser and Borland in connection with the Offer, and which are incorporated in this Offer to Purchase by reference. Contemporaneously with the execution and delivery of the Merger Agreement, Borland and Starbase entered into a Loan and Security Agreement, Intellectual Property Security Agreement and related documents providing for the Bridge Loan from Borland to Starbase, in a maximum amount of $2,000,000. Under the terms of the Loan and Security Agreement, Bxxxxxx has agreed to provide Starbase with an initial funding of $750,000 of the Bridge Loan upon the satisfaction of the conditions specified therein (including the filing by Starbase of its Schedule 14D-9), to fund an additional $500,000 of the Bridge Loan on the 30-day anniversary of the initial funding and to fund an additional $750,000 of the Bridge Loan on the 60-day anniversary of the initial funding. The Bridge Loan will bear interest on the outstanding daily balance thereof from the date of disbursement until satisfaction in full at 8% per annum, with a default rate of interest equal to the lesser of 13% per annum or the maximum rate permissible by law. The Bridge Loan will be secured by all personal property of Starbase, including accounts, contract rights, general intangibles, goods, instruments, documents, policies and certificates of insurance, deposits, money, investment property, inventory and intellectual property (including trademarks, service marks, trade names, service names, patents, patent applications, computer programs and source code) of Starbase. The security interest of Borland will be subordinate only to the security interest of Silicon Valley Bank pursuan...
The Bridge Loan. Mesa agrees, on the terms and conditions hereinafter set forth, to loan to SSI on a senior secured and guaranteed basis an aggregate amount (the "Bridge Loan Amount") not to exceed $1,000,000 (the "Bridge Loan") on the date hereof. The Bridge Loan will be evidenced by a promissory note (the "Bridge Note"), substantially in the form attached as Exhibit E hereto, and will be secured by the Security Documents, and will be guaranteed pursuant to the Guaranty.
The Bridge Loan. At the Bridge Loan Closing (as hereinafter defined), upon the satisfaction of the conditions set forth in Section 2.2, Blue Dolphin will loan $1,700,000 to LLRII, resulting in a total loan of $2,000,000 from Blue Dolphin to LLRII pursuant to the terms hereof (the "Bridge Loan"). The transaction described in the first sentence of this Section 2.1 is referred to herein as the "Bridge Loan Transaction."
