Common use of thereof Clause in Contracts

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):

Appears in 3 contracts

Samples: Securities Purchase Agreement (ViewRay, Inc.), Securities Purchase Agreement (ViewRay, Inc.), Securities Purchase Agreement (ViewRay, Inc.)

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thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 9 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as Purchaseras specified on the face of the Warrant) [ [Purchaser] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ [Purchaser] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayArdelyx, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 9 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 9 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.)::

Appears in 2 contracts

Samples: Ardelyx, Inc., Ardelyx, Inc.

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to [●], whose address is [●]. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 5(c) of the Warrant to which this notice relates. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 5 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Holder as specified on the face of the Warrant) [ [Holder Name] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ [Holder Name] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayGritstone Oncology, Inc. Inc., a Delaware corporation (the “Company”) ), covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 5 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER ADDRESS Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 5 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.)::

Appears in 2 contracts

Samples: Securities Purchase Agreement (Gritstone Oncology, Inc.), Gritstone Oncology, Inc.

thereof. The undersigned requests Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrowers and the Administrative Agent acknowledge and agree that the certificates or book entry position evidencing the shares to be acquired Incremental Term Loan Commitments provided pursuant to such exercise be issued in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached Warrant as hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the date hereofCredit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of shares the Credit Agreement and the other Credit Documents, together with copies of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth belowfinancial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the following “Assignee” andextent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in connection with taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such transfer, represents action as agent on its behalf and warrants to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound Administrative Agent by the terms and conditions thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the Warrant as obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 12 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute Guaranteed Obligations and (ii) each Security Document and shall constitute Obligations. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 8 thereof13.12 of the Credit Agreement. Signature: THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: Its/s/ Xxxx Xxxxxxxxx Name: AddressXxxx Xxxxxxxxx Title: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Agreed and Accepted this 17th day of ViewRay Incorporated (formerly known January, 2013: BWAY HOLDING COMPANY By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President BWAY CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ Xxxx Xxx Xxxxxx Name: Xxxx Xxx Xxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Mirax Corp.):Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

Appears in 2 contracts

Samples: Loan Commitment Agreement, Incremental Term Loan Commitment Agreement (Bway Intermediate Company, Inc.)

thereof. The undersigned requests Each Incremental Lender acknowledges and agrees that the certificates or book entry position evidencing the shares to be acquired Incremental Commitments provided pursuant to such exercise be issued this Agreement, in the name ofaggregate amount for each Tranche of Incremental Commitments as set forth on Annex I hereto, shall constitute Revolving Loan Commitments (as set forth in said Annex I) under, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under in, the Securities Act of 1933Credit Agreement. Each Incremental Lender further agrees that, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayIncremental Commitments provided by it pursuant to this Agreement, Inc. (the “Company”) covered thereby such Incremental Lender shall receive an upfront fee equal to that amount set forth belowopposite its name on Annex I hereto. Each Incremental Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the execution of a counterpart of this Agreement by the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph) required in connection herewith, each Incremental Lender party hereto shall become a Lender pursuant to the Credit Agreement and, to the following “Assignee” andextent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. You may accept this Agreement by signing the enclosed copies in connection with the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such transfertime, represents your Incremental Commitments set forth in this Agreement shall be deemed cancelled. After the execution and warrants delivery to the Company that Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the transfer is parties hereto, this Agreement may only be changed, modified or varied by written instrument in compliance accordance with the requirements for the modification of Credit Documents pursuant to Section 8 13.12 of the Warrant and applicable federal and state securities laws: Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number LENDER] By Name: Title: Agreed and Accepted this day of shares, : DatedXXXX FOOD COMPANY, INC. By: SignatureName: WitnessTitle: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933DEUTSCHE BANK AG NEW YORK BRANCH, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. SignatureAdministrative Agent By: Name: Title: By: ItsName: AddressTitle: ANNEX C REGISTRATION RIGHTS I TO EXHIBIT R Name of Lender Amount of Revolving Loan Commitment Upfront Fee Total _______________ _________ EXHIBIT S FORM OF LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How This LANDLORD PROPERTY COLLATERAL ACCESS AGREEMENT (this “Agreement”) is dated as of [ , 20__] and entered into by [NAME OF LANDLORD] (“Landlord”), to subscribe and for Shares in the private offering benefit of ViewRay Incorporated (formerly known DEUTSCHE BANK AG NEW YORK BRANCH, as Mirax Corp.):Administrative Agent and Collateral Agent for the Lenders.

Appears in 2 contracts

Samples: Intercreditor Agreement (Dole Food Co Inc), Intercreditor Agreement (Dole Food Co Inc)

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. ViewRay Incorporated (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.)::

Appears in 2 contracts

Samples: ViewRay, Inc., ViewRay, Inc.

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name ofBorrower hereby waives presentment, demand, protest and delivered to all other notices of any kind. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE REVOLVING CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE REVOLVING CREDIT AGREEMENT. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. [Signature Page Follows] BANKRATE, whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933INC., as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATEDBorrower By: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] AddressName: Title: EXHIBIT B NOTICE OF ASSIGNMENT FORM H [Form of] INTERCOMPANY NOTE New York, New York [date] FOR VALUE RECEIVED, [ ] each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as a Payee shall from time to time designate, the unpaid principal amount of all loans and advances (including trade payables) made by such Payee to such Payor. Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee. This note (“Note”) is an Intercompany Note referred to in the Revolving Credit Agreement, dated as of June 10, 2011 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Revolving Credit Agreement”), among BANKRATE, INC., a Delaware corporation (the “AssignorBorrower”), the Guarantors, the lenders party thereto (the “Lenders”), XXXXXXX SACHS BANK USA, as joint syndication agent and administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as joint syndication agent, is subject to the terms thereof, and shall be pledged by each Payee pursuant to the Security Agreement, to the extent required pursuant to the terms thereof. Each Payee hereby sells, assigns acknowledges and transfers agrees that the Administrative Agent may exercise all of rights provided in the rights of Revolving Credit Agreement and the undersigned Assignor under the attached Warrant Security Agreement with respect to this Note. Capitalized terms used but not defined herein shall have the number meanings given to them in the Revolving Credit Agreement Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is Borrower or a Guarantor to any Payee other than Borrower shall be subordinate and junior in right of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth belowpayment, to the following “Assignee” andextent and in the manner hereinafter set forth, to all Obligations of such Payor under the Revolving Credit Agreement, including, without limitation, where applicable, under such Payor’s guarantee of the Obligations under the Revolving Credit Agreement (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it interest is an allowed claim in such proceeding, being hereinafter collectively referred to as accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.Senior Indebtedness”):

Appears in 2 contracts

Samples: Revolving Credit Agreement (Bankrate, Inc.), Revolving Credit Agreement (Bankrate, Inc.)

thereof. The undersigned requests Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower and the Administrative Agent acknowledge and agree that the certificates or book entry position evidencing the shares to be acquired Incremental Term Loan Commitments provided pursuant to such exercise be issued in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions this Agreement shall constitute Incremental Term Loan Commitments of the respective Tranche specified in Annex I attached Warrant as hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the date hereofCredit Agreement and the other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified [in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below) or as otherwise specified in said Annex I]. Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of shares the Credit Agreement and the other Credit Documents, together with copies of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth belowfinancial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the following “Assignee” andextent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in connection with taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such transfer, represents action as agent on its behalf and warrants to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound Administrative Agent by the terms and conditions thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the Warrant as obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 11 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 8 thereof13.12 of the Credit Agreement. Signature: * * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAMES OF LENDERS] By: ItsName: AddressTitle: Agreed and Accepted this day of , : OCI BEAUMONT LLC By: Name: Title: Acknowledged and agreed this day of , : [GUARANTORS] By: Name: Title: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):I TO EXHIBIT I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT

Appears in 2 contracts

Samples: Security Agreement, Security Agreement (OCI Partners LP)

thereof. The undersigned requests Each of the Incremental Term Loan Lenders, the Borrower, Holdings, the MLP and the Administrative Agent acknowledges and agrees that the certificates or book entry position evidencing the shares to be acquired Incremental Term Loan Commitments provided pursuant to such exercise this Agreement shall be issued designated as the “Term B-3-C Loans” and shall constitute an increase in the name of, and delivered Term B-3 Loans outstanding prior to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] hereof (the “AssignorExisting Term Loans”) hereby sells, assigns and transfers the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of Term B-3 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-3 Loans for all of the rights of the undersigned Assignor purposes under the attached Warrant Credit Agreement. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the number Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (as defined below). Each Incremental Term Loan Lender party to this Agreement (i) confirms that it has received a copy of shares the Credit Agreement and the other Credit Documents, together with copies of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth belowfinancial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the following “Assignee” andextent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in connection with taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such transfer, represents action as agent on its behalf and warrants to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound Administrative Agent by the terms and conditions thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the Warrant as obligations which by the terms of the date hereofCredit Agreement are required to be performed by it as a Lender, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares and (v) in the private offering case of ViewRay Incorporated each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (formerly known such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as Mirax Corp.):provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, and the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder.

Appears in 2 contracts

Samples: Letter Agreement, Commitment Agreement (OCI Partners LP)

thereof. The undersigned requests provisions of the Security Agreement are effective to perfect the security interest of the Trustee in the Pledged Security Entitlements and assuming that the certificates or book entry position evidencing Trustee, on behalf of the shares Holders, has obtained the Pledged Security Entitlement to be acquired pursuant to such exercise be issued in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” Pledged Collateral without notice of any "adverse claim" (as defined in Rule 501(aSection 8-102 of the NY UCC) in respect of the Pledged Security Entitlements, such a perfected security interest in favor of the Trustee under the Security Agreement in the Issuers' right, title and interest in and to the Pledged Security Entitlements will have priority over any other security interest in the Pledged Security Entitlements under the NY UCC, except as hereafter stated. Such counsel may assume that the Securities Account exists, that each Issuer has sufficient rights therein for the security interest to attach, and that "value" has been given, as defined in Section 1-201(44) of Regulation D promulgated under the Securities Act NY UCC; such counsel need express no opinion as to the nature or extent of 1933each Issuer's rights in, as amendedor title to, and agrees to be bound by the terms and conditions any of the attached Warrant Pledged Security Entitlements; or as of to the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all nature or extent of the rights of the undersigned Assignor "securities intermediary" (as defined in the NY UCC) in, or title to, any financial assets underlying the Pledged Security Entitlements; such counsel may state that the perfection of a security interest in "proceeds" (as defined in the NY UCC) of collateral is governed and restricted by Section 9-306 of the NY UCC; such counsel may state that the law of a "securities intermediary's jurisdiction" governs, among other things, the rights and duties of a "securities intermediary" and the "entitlement holder" arising out of a "security entitlement" and whether an adverse claim can be asserted against a person who acquired a "security entitlement" from a "securities intermediary" (as each such term is defined in the NY UCC; such counsel may assume that the Securities Intermediary will comply with its obligations under Section 9 of the attached Warrant Security and Control Agreement; such counsel may state that an entitlement holder's property interests with respect to financial assets are subject to Sections 8-503 and 8-511 of the NY UCC(g); such counsel need express no opinion with respect to the number security interest of shares the Secured Party in any of common stock the following types of ViewRayproperty: (i) any option or similar obligation issued by a clearing corporation to its participants, Inc. (ii) any commodity contract; such counsel's opinion may be limited to the “Company”NY UCC and Federal Book Entry Regulations, and such opinion need not address (I) covered thereby set forth belowlaws of jurisdictions other than New York and the Federal Book Entry Regulations, (II) collateral of a type not subject to the NY UCC or the Federal Book Entry Regulations, (III) under NY UCC Section 9-103 or 8-110, what law governs perfection or priority of the security interests granted in the collateral and (IV) what law governs perfection or priority of security interests granted in Federal Security Entitlements; such counsel need express no opinion except to the extent that the Securities Account constitutes a "securities account" within the meaning of NY UCC Section 8-501(a) and with respect to each security entitlement, may assume that the underlying security or other financial asset has been endorsed to the securities intermediary or in blank or has been credited to a securities account in the name of the securities intermediary; such counsel need express no opinion with respect to the priority of the security interest of the Trustee in the Pledged Security Entitlements against any of the following: (I) pursuant to Section 9-301(1) of the NY UCC, a lien creditor who attached or levied prior to the perfection of the security interest of the Trustee, (II) pursuant to Section 9- 301(4) of the NY UCC, a lien creditor with respect to future advances, (III) pursuant to Section 9-312(7) of the NY UCC, another secured creditor to the extent that provision limits the priority afforded future advances, (IV) pursuant to Section 9- 312(6) of the NY UCC, another secured party with a prior perfected security interest in other property of either Issuer to the extent that the Pledged Security Entitlements are proceeds of such other property; such counsel may state that pursuant to Section 9-115 of the NY UCC, the security interest of the Trustee will be subordinate to any security interest now or hereafter granted by the Company in favor of a "securities intermediary" and will be of equal priority with any other secured party who has or obtains control; if and to the extent the securities intermediary is a "clearing corporation" as defined in Section 8- 102(a)(5), such counsel may state that pursuant to Section 8-111 of the NY UCC, any rule adopted by a clearing corporation governing the rights and obligations among the clearing corporation and its participants is effective even if the rule conflicts with the NY UCC and affects the rights of the Trustee. To the extent that the opinions expressed in numbered paragraph 13 relate to Federal Security Entitlements, such opinion may be subject to the following “Assignee” andlimitations, in connection with such transfer, represents qualifications and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):exceptions:

Appears in 2 contracts

Samples: Waterford Gaming LLC, Waterford Gaming Finance Corp

thereof. The undersigned requests that Each Additional Revolving Loan Lender and the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name ofU.S. Borrower acknowledge and agree that, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayAdditional Revolving Loan Commitment provided by such Additional Revolving Loan Lender pursuant to this Agreement, Inc. (the “Company”) covered thereby such Additional Revolving Loan Lender shall receive an upfront fee equal to that amount set forth belowopposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Revolving Loan Lender on the effective date of this Agreement. Each Additional Revolving Loan Lender party to this Agreement, to the following “Assignee” andextent that it is not already a Lender under the Credit Agreement, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges (i) confirms that it has reviewed received a copy of the attached Warrant Credit Agreement and by the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its signature below it hereby represents own credit analysis and warrants decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it is an “accredited investor” will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as defined it shall deem appropriate at the time, continue to make its own credit decisions in Rule 501(a) of Regulation D promulgated taking or not taking action under the Securities Act of 1933Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as amendedthe case may be, and agrees to be bound by the terms and conditions thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the Warrant obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each such Additional Revolving Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The effective date of this Agreement shall be , [insert a date on or prior to the 10th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Additional Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 8 thereof14.11 of the Credit Agreement. Signature* * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and Accepted this day of , : HOST HOTELS & RESORTS, L.P. By: ItsHost Hotels & Resorts, Inc., its General Partner By: AddressName: Title: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: Name: Title: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering I TO EXHIBIT J Name of ViewRay Incorporated Lender Amount of Additional Revolving Loan Commitment Amount of Additional Canadian Dollar Revolving Loan Sub-Commitment or Alternate Currency Revolving Loan Sub-Commitment (formerly known as Mirax Corp.):specify type) Upfront Fee Total EXHIBIT K Corporate Forecast Confidential - Contains non-public information Executive Summary Page 1 of 3 Year Performance Adjusted EBITDA—HM LP Cash Interest Expense FFO—Diluted Dividend/Share Balance Sheet Detail Debt Mortgage Debt Bond Debt Line Debt Other Debt Total Debt Cash & Short Term Receivables Perpetual Preferred Common Equity Market Cap TEV

Appears in 2 contracts

Samples: Management Agreement (Host Hotels & Resorts L.P.), Management Agreement (Host Hotels & Resorts, Inc.)

thereof. The undersigned requests Trustee will cause to be distributed to the Class R Certificateholder the amounts to which such Holder is entitled pursuant to the terms of the Agreement. Such distributions will be made by check mailed to the address of the Person entitled thereto, as such address shall appear on the Certificate Register or by wire or other transfer of immediately available funds if such Person has given the Trustee written instructions at least ten days prior to the related Distribution Date. Notwithstanding the above, the final distribution on this Class R Certificate will be made only upon presentation and surrender of this Class R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee for such purpose. No transfer of this Class R Certificate will be made unless the Trustee has received either (i) an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Contract Seller and the Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the certificates transferee's acquisition of Class R Certificate will not constitute or book entry position evidencing result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the shares Code and will not subject the Servicer, the Contract Seller or the Trustee to be acquired pursuant any obligation or liability in addition to such exercise be issued those undertaken in the name ofAgreement or (ii) a representation letter, and delivered in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), whose address or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan. No transfer of a Class R Certificate shall be made unless such transfer is . By its signature below exempt from the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) registration requirements of Regulation D promulgated under the Securities Act of 1933, as amended, (the "Act"), or is made in accordance with said Act. In the event that such a transfer is to be made, the prospective transferee of such Certificate shall be required to provide the Trustee, the Contract Seller and agrees the Servicer with an investment letter substantially in the form described by the Agreement, as required under Section 6.02 of the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Contract Seller, the Servicer, the Insurer and the Certificate Registrar acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with the Act or any similar state laws. Each Holder of this Class R Certificate will be deemed to have agreed to be bound by the terms and conditions restrictions of Section 6.02 of the attached Warrant as Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the date proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class R Certificate must agree not to transfer an Ownership Interest in this Class R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, including Section 8 thereofwhich further provisions shall for all purposes have the same effect as if set forth at this place. DATED: (Signature must conform in all respects This Certificate shall not be entitled to name any benefit under the Agreement or be valid for any purpose unless the certificate of authentication hereon has been manually executed by an authorized officer of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):Trustee.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Greenpoint Credit LLC), Pooling and Servicing Agreement (Greenpoint Credit LLC)

thereof. The undersigned requests that Notwithstanding the certificates definition of “Registrable Securities” contained in PST Document DEF, Registrable Securities shall not include any Shares or book entry position evidencing Underlying Shares to the shares to extent such securities may be acquired sold pursuant to such exercise be issued in Rule 144 after six (6) months so long as the name ofPurchaser is not considered an affiliate of the Company for purposes of 144 and the Company remains subject to, and delivered to in compliance with, whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(afiling requirements under Section 13 or 15(d) of Regulation D promulgated the Exchange Act. To the extent any Registrable Securities are registered under the Securities Act pursuant to Section 6.4 of 1933PST Document GTC, the Purchaser shall have the same rights and obligations as amendedthe other selling stockholders in the Registration Statement except to the extent otherwise provided in PST Document GTC and except that the Purchaser shall not be entitled to the liquidated damages, and agrees if any, granted to be bound such other selling stockholders unless otherwise agreed by the terms and conditions Company. Notwithstanding the registration obligations set forth in this Section 6.4 of PST Document GTC, in the attached Warrant as of event the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of SEC informs the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers Company that all of the rights Registrable Securities requested to be included in the registration cannot, as a result of the undersigned Assignor under application of Rule 415, be registered for resale on such registration statement, the attached Warrant with respect Company agrees to promptly inform Purchaser and use its commercially reasonable efforts to file amendments to the registration statement as required by the SEC covering the maximum number of Registrable Securities that are permitted to be registered by the SEC (in light of the other securities that are included in such registration), and the limitation on the number of shares Registrable Securities included in a registration as a result of common stock the application of ViewRayRule 415 shall not be deemed to be a breach of any provision of this Agreement, Inc. (provided that the “Company”) covered thereby set forth below, allocation of securities under such Registration Statement shall be subject to the following “Assignee” andpriority piggyback registration rights of Eses Holdings (FZE), in connection with such transfera limited liability company. Without the prior written consent of the Purchaser, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated shall not file any registration statement under the Securities Act of 1933prior to, as amendedor grant to any Person the right to have Company securities registered for resale under the Securities Act prior to, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How which is six (6) months following the Closing Date (other than a registration statement pursuant to subscribe for Shares an Additional Financing and other than a registration statement on Form S-8 in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):connection with securities issued to employees or directors pursuant to duly adopted equity incentive plans).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Adamis Pharmaceuticals Corp), Securities Purchase Agreement (Adamis Pharmaceuticals Corp)

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to [⚫], whose address is [⚫]. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 5(c) of the Warrant to which this notice relates. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 5 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Holder as specified on the face of the Warrant) [ [Holder Name] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ [Holder Name] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayGritstone bio, Inc. Inc., a Delaware corporation (the “Company”) ), covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 5 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER ADDRESS Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 5 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.)::

Appears in 2 contracts

Samples: Securities Purchase Agreement (Gritstone Bio, Inc.), Gritstone Bio, Inc.

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to __________________________________________, whose address is ____________________________________________________________________________________________________. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 7 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Purchaser as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] ____________ (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayBellerophon Therapeutics, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 9 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Signature: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 7 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):72110520v.4

Appears in 1 contract

Samples: Bellerophon Therapeutics, Inc.

thereof. The undersigned requests that the certificates Borrower shall comply with such repair, service and maintenance standards and schedules as are required to enforce warranty or book entry position evidencing the shares to be acquired pursuant to such exercise be issued guaranty claims against Contractor, Operator or subcontractors and any standards imposed by any Insurance Policies in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant effect with respect to the number Rova I Facility, the Rova II Facility or the Property. Borrower’s review of shares and comment on the manual of common stock “Facility Procedures” pursuant to Section 5.4 of ViewRay, Inc. (the “Company”) covered thereby set forth below, Operating Contract shall be conducted subject to the following Independent Engineer’s approval, which shall not be unreasonably withheld. Borrower shall promptly inform the Independent Engineer of any material amendment or modifications to AssigneeFacility Proceduresproposed by Operator, or any material changes to such procedures proposed by Borrower, under Section 5.4 of the Operating Contract, with updates as to the status thereof, and shall report to the Independent Engineer the results of the annual review made of such procedures as contemplated in said section. Until all of the Obligations have been fully discharged, Borrower shall retain any information Operator need no longer retain pursuant to Section 5.17 of the Operating Contract, or cause Operator to continue to retain such information in a reasonable manner. Borrower shall not approve any “Proposed Operating Budget” submitted for approval under Section 7.1 of the Operating Contract until such time as all approvals required under Section 6.9(i) hereof have been obtained for the Rova I Operating Budget and the Rova II Operating Budget for the year (or portion thereof) that is the same as the first year (or portion thereof) of such “Proposed Operating Budget”. Borrower shall inform Agent, Institutional Agent and the Independent Engineer of any audit (and results thereof) that is conducted at Borrower’s request under Section 7.6 of the Operating Contract and, in connection with at Agent or Institutional Agent’s request, cause such transfer, represents and warrants audits to be conducted to the Company that full extent permitted to Borrower under said Section. Borrower shall promptly notify Agent and Institutional Agent if it has the transfer is in compliance with right to terminate the Operating Contract under Section 8 18.3 thereof, and only upon the request of Agent, which shall be made only upon instruction of the Warrant Majority Lenders, shall Borrower exercise such right and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares shall then do so in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):manner specified by Agent. 134

Appears in 1 contract

Samples: Construction and Term Loan Agreement (Westmoreland Coal Co)

thereof. The undersigned requests Company and the New Borrowing Subsidiary represent that the certificates or book entry position evidencing New Borrowing Subsidiary is a Wholly Owned Subsidiary of the shares to be acquired pursuant to such exercise be issued in Company organized under the name of, and delivered to , whose address is laws of [ ]. By its signature below the undersigned hereby The Company represents and warrants that it is an “accredited investor” the representations and warranties of the Borrowers in the Credit Agreement are true and correct in all material respects on and as defined of the date hereof after giving effect to this Agreement (except in Rule 501(a) the case of Regulation D promulgated under any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall have been true and correct in all material respects on and as of such prior date). The Company agrees that the Securities Act Guarantees of 1933the Company and the Subsidiaries contained in the Guarantee Agreement will apply to the Obligations of the New Borrowing Subsidiary. [The New Borrowing Subsidiary represents and warrants that the information set forth in the certification regarding beneficial ownership, as amendedrequired by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Certification”) and delivered to the Administrative Agent on or before the date hereof, is true and correct in all material respects (it being understood and agreed that the Beneficial Ownership Certification shall not include beneficial ownership information above the level of the Company).]1 Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Borrowing Subsidiary” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by the terms and conditions all provisions of the attached Warrant Credit Agreement. 1 To be inserted if the New Borrowing Subsidiary qualifies as of the date hereof, including Section 8 thereofa "legal entity customer" under 31 C.F.R. § 1010.230. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME THE STATE OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):NEW YORK.

Appears in 1 contract

Samples: Credit Agreement (Expedia Group, Inc.)

thereof. The undersigned requests Each Incremental Lender, the Borrower and the Administrative Agent acknowledge and agree that the certificates or book entry position evidencing the shares to be acquired Incremental Commitments provided pursuant to such exercise be issued this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Lender shall become, or in the name case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrower and delivered the Administrative Agent further agree that, with respect to the Incremental Commitment provided by each Incremental Lender pursuant to this Agreement, whose address is such Incremental Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrower and the Administrative Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. By its signature below Furthermore, each of the undersigned parties to this Agreement hereby represents agree to the terms and warrants conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Lender party to this Agreement, to the extent not already a party to the Term Loan Agreement as a Lender thereunder, (i) confirms that it is an “accredited investor” Eligible Assignee, (ii) confirms that it has received a copy of the Term Loan Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as defined in Rule 501(a) of Regulation D promulgated it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Securities Act of 1933Term Loan Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Agreement and the other Credit Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Term Loan Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as amendedthe case may be, and agrees to be bound by the terms and conditions thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the attached Warrant obligations which by the terms of the Term Loan Agreement and the other Credit Documents are required to be performed by it as a Lender, and (vi) in the case of each Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or Certificate Re: Non-Bank Status referred to in Section 2.19(d)(ii) of the Term Loan Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Term Loan Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, including (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 8 thereof. DATED: 3 of Annex I hereto (Signature must conform such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in all respects to name of the Warrantholder as specified this Agreement on the face of terms, and subject to the Warrantconditions, set forth in the Term Loan Agreement and in this Agreement and (ii) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVEDto the extent provided in this Agreement, [ ] (the “Assignor”) hereby sells, assigns and transfers all of shall have the rights and obligations of the undersigned Assignor a Lender thereunder and under the attached Warrant other applicable Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the number Incremental Commitments provided hereby including, without limitation, all Incremental Term Loans made pursuant thereto, and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of shares the Pledge and Security Agreement, the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Term Loan Agreement and (ii) be entitled to the benefits of common stock of ViewRaythe Credit Documents as, Inc. (and to the “Company”) covered thereby extent, provided therein and in the Term Loan Agreement. Attached hereto as Annex II is the officer’s certificate certifying the conditions set forth in Section 2.23(a) of the Term Loan Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered pursuant to Section 2.3(a) of the Term Loan Agreement.] [Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to Section 2.3(a) of the Term Loan Agreement.] You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the following “Assignee” andAdministrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in connection accordance with such transfer, represents and warrants the requirements for the modification of Credit Documents pursuant to the Company that the transfer is in compliance with Section 8 10.5 of the Warrant Term Loan Agreement. In the event of any conflict between the terms of this Agreement and applicable federal and state securities laws: those of the Term Loan Agreement, the terms of the Term Loan Agreement shall control. * * * THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number EACH INCREMENTAL LENDER] By: Name: Title: Agreed and Accepted this day of shares, 201 : Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933REV GROUP, INC., as amendedBorrower By: Name: Title: ALLY BANK, as Administrative Agent By: Name: Title: By: Name: Title: Signature Page to Incremental Commitment Agreement [NAME OF EACH ISSUING BANK], as [an] [the] Issuing Bank By: Name: Title: ALLY BANK, as Swing Line Lender By: Name: Title: Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and agrees to be bound by each the terms foregoing provisions of this Incremental Commitment Agreement and conditions to the incurrence of the Warrant Incremental Term Loans to be made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: Signature Page to Incremental Commitment Agreement ANNEX I TO EXHIBIT J TO TERM LOAN AND GUARANTY AGREEMENT TERMS AND CONDITIONS FOR INCREMENTAL COMMITMENT AGREEMENT Dated as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):201

Appears in 1 contract

Samples: Counterpart Agreement (REV Group, Inc.)

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to __________________________________________, whose address is ____________________________________________________________________________________________________. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 5(c) of the Warrant to which this notice relates. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 7 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Holder as specified on the face of the Warrant) [ [Holder Name] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ [Holder Name] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayGenocea Biosciences, Inc. Inc., a Delaware corporation (the “Company”) ), covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 7 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER ADDRESS Number of shares: :__________________ Dated: :____________________________ Signature: Witness: :____________________________ ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 7 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.)::

Appears in 1 contract

Samples: Genocea Biosciences, Inc.

thereof. The undersigned requests that As provided in the certificates Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or book entry position agency of the Transfer Agent and Registrar in New York City, accompanied by a written instrument of transfer in form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized, and thereupon one or more new Certificates of authorized denominations evidencing the shares same aggregate fractional undivided interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. This Certificate is the BCRC Certificate, which represents the Depositor's interest in certain assets of the Trust, including the right to receive a portion of the Collections and other amounts at the times and in the amounts specified in the Agreement. The aggregate interest represented by this BCRC Certificate at any time in the Receivables in the Trust shall not exceed the Retained Interest at such time. In addition to this BCRC Certificate, (i) Investor Certificates will be acquired issued pursuant to such exercise the Agreement, which will represent the Investors' Interest, (ii) a Variable Funding Certificate will be issued pursuant to the Agreement, which will represent the Variable Funding Interest, and (iii) Supplemental Certificates may be issued pursuant to the Agreement, which will represent that portion of the Retained Interest not allocated to the Depositor. This BCRC Certificate shall not represent any interest in the name ofCollection Account, the Series Accounts or any Enhancements, except as expressly provided in the Agreement. Subject to the following paragraph, the obligations created by the Agreement and the Trust created thereby shall terminate upon the Trust Termination Date. Upon the termination of the Trust pursuant to Section 12.01 of the Agreement and the surrender of the BCRC Certificate, the Trustee shall sell, assign and convey to the Depositor or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all Collateral Security with respect thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Trustee pursuant to Section 12.02(b) of the Agreement, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant Depositor's rights, remedies, powers and privileges with respect to such Receivables under the number Receivables Purchase Agreement. The Trustee shall execute and deliver such instruments of shares transfer and assignment, in each case without recourse, as shall be reasonably requested by the Depositor to vest in the Depositor or its designee all right, title and interest which the Trust had in all such property. The Depositor, the Servicer, the Trustee, the Transfer Agent and Registrar and any agent of common stock any of ViewRaythem, Inc. may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer nor the Trustee, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by notice to the contrary except in certain circumstances described in the Pooling and Servicing Agreement. EXHIBIT B TO TO POOLING AND SERVICING AGREEMENT FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS (As required by Section 2.05(d) ------------------------------ of the Pooling and Servicing Agreement) -------------------------------------- ASSIGNMENT NO. _____ OF __________ RECEIVABLES IN ADDITIONAL ACCOUNTS dated as of __________, ____, among Bombardier Credit Receivables Corporation, as depositor (the "Depositor"), Bombardier Capital Inc., as servicer (the "Servicer") and Bankers Trust Company”) covered thereby set forth below, as trustee (the "Trustee"), pursuant to the following “Assignee” and, in connection with such transfer, represents Pooling and warrants Servicing Agreement referred to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):below.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bombardier Receivables Master Trust I)

thereof. The undersigned requests that (b) On the certificates or book entry position evidencing Amendment Effective Date, (i) each Purchasing Lender shall pay the shares amount to be acquired paid by it pursuant to paragraph (a) above by wire transfer to such exercise account in New York City as the Agent may designate in Federal funds not later than 12:00 (noon), New York City time, and (ii) the Agent shall pay each Assigning Lender, solely from the amounts received by it pursuant to clause (i) above or the next sentence, the amounts to be issued received by such Assigning Lender pursuant to paragraph (a) above by wire transfer of Federal funds not later than 3:00 p.m., New York City time to the account of such Assigning Lender designated on the Administrative Questionnaire submitted to the Agent by such Assigning Lender or, in the name ofcase of any Departing Lender, and delivered to the account of such Assigning Lender designated in writing to the Agent. The Borrowers agree that if any Lender shall default in the payment of any amount due from it under this Section 2, whose address is the Borrowers shall promptly pay the defaulted amount to the Agent by wire transfer of immediately available funds, together with interest on such amount at the Alternate Base Rate from the Amendment Effective Date to the date of payment. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound Upon any such payment by the terms and conditions of Borrowers, (i) the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in Borrowers shall be subrogated to all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor assigning Lender against the defaulting Lender and (ii) the Borrowers shall have the right, at the defaulting Lender's expense, upon notice to the defaulting Lender and to the Agent, to require such defaulting Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.04 of the Amended Credit Agreement) all its interests, rights and obligations under the attached Warrant Amended Credit Agreement to another financial institution which shall assume such interests, rights and obligations; provided that (A) no such assignment shall conflict with respect to the number any law, rule or regulation or order of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):any Governmental Authority

Appears in 1 contract

Samples: Amendment Agreement (Manor Care Inc/New)

thereof. The undersigned requests Each Incremental Lender acknowledges and agrees that the certificates or book entry position evidencing Incremental Commitments provided under this Agreement, in the shares aggregate amount set forth on Annex I, constitute Commitments under, and as defined in, the Credit Agreement. Each Incremental Lender agreeing to be acquired provide an Incremental Commitment pursuant to this Agreement, the Borrower and the Administrative Agent acknowledges and agrees that, upon the incurrence of Loans pursuant to the Incremental Commitments provided pursuant to this Agreement, such exercise Loans shall constitute Loans for all purposes of the Credit Agreement and the other Loan Documents. The Borrower shall pay to each Incremental Lender the upfront fee, if any, as has been separately agreed, which upfront fee will be issued due and payable as has been separately agreed. Each Incremental Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to in the name of, Credit Agreement and delivered to , whose address is . By its signature below the undersigned hereby represents any such other documents and warrants information that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Securities Act of 1933Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as amendedit deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and agrees authorizes the Administrative Agent to be bound take any action as agent on its behalf and to exercise any powers under the Loan Documents that are delegated to the Administrative Agent by the terms and conditions of the attached Warrant as of the date hereofLoan Documents, including Section 8 thereof. DATED: together with all powers that are reasonably incidental thereto, (Signature must conform iv) agrees that it shall perform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers accordance with their terms all of the rights obliga-tions which by the terms of the undersigned Assignor Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution not already a Lender, attaches the applicable forms required under Section 5.11(f) of the Credit Agreement. Upon the date of (i) the execution of a counterpart of this Agreement by the Incremental Lenders, the Borrower, and, unless such Incremental Lender is already a Lender or is an Affiliate of a Lender, the Administrative Agent and the delivery thereof to the Administrative Agent (including by facsimile and counterparts), (ii) the payment of any fees required in connection herewith and (iii) the satisfaction of the conditions precedent set forth in Section 5.13 of the Credit Agreement (such date, the “Agreement Effective Date”) each Incremental Lender (x) will become a party to the Credit Agreement if it is not already a party thereto, (y) shall be obligated to make Loans provided to be made by it, as provided in this Agreement, and acquire participations in Letters of Credit in such amounts as will not cause its Credit Exposure at any time to exceed its Commitment, as provided in this Agreement, on the terms, and subject to the conditions, set forth herein and in the Credit Agreement and (z) to the extent provided in this Agreement, will have the rights and obligations of a Lender under the attached Warrant Credit Agreement and the other Loan Documents. Nothing contained in this Incremental Commitment Agreement shall, or shall be interpreted to, limit any rights or obligations of any Incremental Lender under the Credit Agreement with respect to any already existing Commitment(s). The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the number Incremental Commitments provided hereby including, without limitation, any Loans made pursuant thereto and (ii) all such Obligations (including any such Loans) shall be entitled to the benefits of shares the Security Documents. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning an executed copy to us before the close of common stock business on __________ __, _____. If you do not so accept this Agreement by that time, our Incremental Commitments set forth in this Agreement will be deemed cancelled. After the execution and delivery to the Administrative Agent of ViewRaya fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, Inc. this Agreement will constitute a Loan Document and may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 12.2 of the Credit Agreement. * * * THIS AGREEMENT IS GOVERNED BY AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Very truly yours, By Name: Title: Agreed and Accepted this ___ day of __________, ____: CIRRUS LOGIC, INC. By: Name: Title: [XXXXX FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent By: Name: Title:]1 1 To be included if Incremental Lender is not already a Lender or is not an Affiliate of a Lender. ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT Incremental Commitment Amounts (as of the Agreement Effective Date): Name of Incremental Lender Amount of Incremental Commitment Amount of Commitment Total2 $[____________________] $[____________________] 2 Must be at least $15,000,000 and not more than $200,000,000. EXHIBIT H to Amended and Restated Credit Agreement dated as of July 12, 2016 by and among Cirrus Logic, Inc., as Borrower, the Lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF OFFICER’S COMPLIANCE CERTIFICATE OFFICER’S COMPLIANCE CERTIFICATE The undersigned, on behalf of Cirrus Logic, Inc., a corporation organized under the laws of Delaware (the “CompanyBorrower) covered thereby set forth below), hereby certifies to the following “Assignee” andAdministrative Agent and the Lenders, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” each as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933Credit Agreement referred to below, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):follows:

Appears in 1 contract

Samples: Credit Agreement (Cirrus Logic Inc)

thereof. The undersigned requests Trustee will cause to be distributed to the Class R Certificateholder the amounts to which such Holder is entitled pursuant to the terms of the Agreement. Such distributions will be made by check mailed to the address of the Person entitled thereto, as such address shall appear on the Certificate Register or by wire or other transfer of immediately available funds if such Person has given the Trustee written instructions at least ten days prior to the related Distribution Date. Notwithstanding the above, the final distribution on this Class R Certificate will be made only upon presentation and surrender of this Class R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee for such purpose. No transfer of this Class R Certificate will be made unless the Trustee has received either (i) an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Contract Seller and the Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the certificates transferee's acquisition of Class R Certificate will not constitute or book entry position evidencing result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the shares Code and will not subject the Servicer, the Contract Seller or the Trustee to be acquired pursuant any obligation or liability in addition to such exercise be issued those undertaken in the name ofAgreement or (ii) a representation letter, and delivered in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), whose address or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan. No transfer of a Class R Certificate shall be made unless such transfer is . By its signature below exempt from the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) registration requirements of Regulation D promulgated under the Securities Act of 1933, as amended, (the "Act"), or is made in accordance with said Act. In the event that such a transfer is to be made, the prospective transferee of such Certificate shall be required to provide the Trustee, the Contract Seller and agrees the Servicer with an investment letter substantially in the form described by the Agreement, as required under Section 6.02 of the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Contract Seller, the Servicer and the Certificate Registrar acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with the Act or any similar state laws. Each Holder of this Class R Certificate will be deemed to have agreed to be bound by the terms and conditions restrictions of Section 6.02 of the attached Warrant as Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the date proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class R Certificate must agree not to transfer an Ownership Interest in this Class R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, including Section 8 thereofwhich further provisions shall for all purposes have the same effect as if set forth at this place. DATED: (Signature must conform in all respects This Certificate shall not be entitled to name any benefit under the Agreement or be valid for any purpose unless the certificate of authentication hereon has been manually executed by an authorized officer of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenpoint Credit Corp)

thereof. The undersigned requests In accordance with paragraph (a) above, the Company shall deliver to Buyer a notice setting forth the amount that the certificates or book entry position evidencing Company estimates will, at the shares Closing Date, be sufficient to be acquired fund such repurchase assuming that all of the Senior Subordinated Notes outstanding as of the Closing Date are tendered pursuant to such exercise offer (the "Senior Subordinated Notes Repurchase Amount"). On the Closing Date, Buyer shall make a capital contribution, by wire transfer of immediately available funds, to the Company in an amount equal to the Senior Subordinated Notes Repurchase Amount; provided, however, that the obligation of Buyer to fund the Senior Subordinated Notes Repurchase Amount may be issued satisfied by the contribution, in lieu of cash, of an irrevocable letter of credit or guarantee from a banking institution doing business, and in good standing, under the laws of the United Kingdom or the United States or the States of New York or Georgia and having a combined capital and surplus in excess of $500 million. In no event, during the period beginning on the Closing Date and continuing through and until the second business day following the earlier to occur of (x) the date on which all Senior Subordinated Notes tendered in the name of, offer shall have been accepted for payment and delivered to , whose address is . By its signature below paid in accordance with the undersigned hereby represents and warrants that it is an “accredited investor” terms of such offer or (y) if no Ratings Decline (as defined in Rule 501(athe Senior Subordinated Notes Indenture) shall have occurred, the date that is six months after the date of public notice of this Agreement (which six month period shall be extended, as contemplated by the definition of Ratings Decline, for so long as the rating of the Senior Subordinated Notes is under publicly announced consideration for possible downgrade by any of the rating agencies contemplated by the Senior Subordinated Notes Indenture), shall the Company, nor shall Buyer or any Affiliate of Buyer cause the Company to, distribute (whether by dividend, redemption or other distribution), or otherwise permit the payment of (including by way of repurchase of securities), all or any portion of the Senior Subordinated Notes Repurchase Amount to any security holder of the Company or of its Subsidiaries, other than holders of the Senior Subordinated Notes in the manner contemplated by the offer, or, alternatively, if Buyer shall have provided the irrevocable letter of credit or guarantee as permitted by this paragraph in lieu of cash, such letter of credit or guarantee shall remain in full force and effect, enforceable in accordance with its terms against the relevant banking institution for the period required by clause (x) or (y) of Regulation D promulgated under the Securities Act of 1933this paragraph, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):case may be.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blue Bird Body Co)

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to [●], whose address is [●]. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 5(c) of the Warrant to which this notice relates. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and xxxxxx agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 5 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Holder as specified on the face of the Warrant) [ [Holder Name] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ [Holder Name] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayGritstone bio, Inc. Inc., a Delaware corporation (the “Company”) ), covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 5 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER ADDRESS Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 5 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.)::

Appears in 1 contract

Samples: Gritstone Bio, Inc.

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to __________________________________________, whose address is ____________________________________________________________________________________________________. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 5(c) of the Warrant to which this notice relates. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 7 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Holder as specified on the face of the Warrant) [ [Holder Name] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ [Holder Name] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayGenocea Biosciences, Inc. Inc., a Delaware corporation (the “Company”) ), covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 7 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER ADDRESS Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 7 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):[Signature guarantee]

Appears in 1 contract

Samples: Genocea Biosciences, Inc.

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to __________________________________________, whose address is ____________________________________________________________________________________________________. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 5(c) of the Warrant to which this notice relates. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 7 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Holder as specified on the face of the Warrant) [ ] «Holder» Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] «Holder» (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayGenocea Biosciences, Inc. Inc., a Delaware corporation (the “Company”) ), covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 7 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER ADDRESS Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 7 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How Appendix A Black-Scholes Option Pricing formula to subscribe for Shares be used when calculating the value of each new warrant to purchase one share in the private offering Acquirer shall be: CAcq = SAcqe-λ(TAcq-tAcq)N(d1) – KAcqe-r(TAcq-tAcq)N(d2), where CAcq = value of ViewRay Incorporated each warrant to purchase one share in the Acquirer SAcq = price of Acquirer’s stock as determined by reference to the average of the closing prices on the securities exchange or Nasdaq over the 20-day period ending three trading days prior to the closing of the Acquisition described in Section 2(d) if the Acquirer’s stock is then traded on such exchange or system, or the average of the closing bid or sale prices (formerly known whichever is applicable) in the over-the-counter market over the 20-day period ending three trading days prior to the closing of the Acquisition if the Acquirer’s stock is then actively traded in the over-the-counter market, or the then most recently completed financing if the Acquirer’s stock is not then traded on a securities exchange or system or in the over-the-counter market. TAcq = expiration date of new warrants to purchase shares in the Acquirer = TCorp tAcq = date of issue of new warrants to purchase shares in the Acquirer TAcq-tAcq = time until warrant expiration, expressed in years σ = volatility = annualized standard deviation of daily log-returns (using a 262-day annualization factor) of the Acquirer’s stock price on the securities exchange or Nasdaq over a 20-day trading period, determined by the Holders, that is within the 100-day trading period ending on the trading day immediately after the public announcement of the Acquisition described in Section 2(d) if the Acquirer’s stock is then traded on such exchange or system, or the annualized standard deviation of daily-log returns (using a 262-day annualization factor) of the closing bid or sale prices (whichever is applicable) in the over-the-counter market over a 20-day trading period, determined by the Holder, that is within the 100-day trading period ending on the trading day immediately after the public announcement of the Acquisition if the Acquirer’s stock is then actively traded in the over-the-counter market, or 0.5 (or 50%) if the Acquirer’s stock is not then traded on a securities exchange or system or in the over-the-counter market. In no event will the volatility variable be more than 0.5 (or 50%). N = cumulative normal distribution function d1 = (ln(SAcq/KAcq) + (r-λ+σ2/2)(TAcq-tAcq)) ÷ (σ√(TAcq-tAcq)) ln = natural logarithm λ = dividend rate of the Acquirer for the most recent 12-month period at the time of closing of the Acquisition. KAcq = strike price of new warrants to purchase shares in the Acquirer = KCorp * (SAcq / SCorp) r = annual yield, as Mirax Corp.):reported by Bloomberg at time tAcq, of the United States Treasury security measuring the nearest time TAcq d2 = d1- σ√(TAcq-tAcq) APPENDIX B Black-Scholes Option Pricing formula to be used when calculating the value of each Warrant to purchase one share of Common Stock in the Company shall be: CCorp = SCorpe-λ(TCorp-tCorp)N(d1) – KCorpe-r(TCorp-tCorp)N(d2), where CCorp = value of each Warrant to purchase one share of Common Stock in the Company SCorp = price of Company stock as determined by reference to the average of the closing prices on Nasdaq over the 20-day period ending three trading days prior to the closing of the Acquisition described in Section 2(d) if the Company’s stock is then traded on Nasdaq, or the average of the closing bid or sale prices (whichever is applicable) in the over-the-counter market over the 20-day period ending three (3) trading days prior to the closing of the Acquisition if the Company’s stock is then actively traded in the over-the-counter market, or on the AIM market, if the Company’s stock is not then traded on a securities exchange or system or in the over-the-counter market, or the most recently completed financing if the Company’s stock is not then traded on AIM. TCorp = expiration date of Warrants to purchase shares in the Company tCorp = date of public announcement of transaction TCorp-tCorp = time until Warrant expiration, expressed in years σ = volatility = the annualized standard deviation of daily log-returns (using a 262-day annualization factor) of the Company’s stock price on the securities exchange or Nasdaq over a 20-day trading period, determined by the Holders, that is within the 100-day trading period ending on the trading day immediately after the public announcement of the Acquisition described in Section 2(d) if the Company’s stock is then traded on such exchange or system, or the annualized standard deviation of daily-log returns (using a 262-day annualization factor) of the closing bid or sale prices (whichever is applicable) in the over-the-counter market over a 20-day trading period, determined by the Holder, that is within the 100-day trading period ending on the trading day immediately after the public announcement of the Acquisition if the Company’s stock is then actively traded in the over-the-counter market, or 0.5 (or 50%) if the Company’s stock is not then traded on a securities exchange or system or in the over-the-counter market. In no event will the volatility variable be more than 0.5 (or 50%). N = cumulative normal distribution function d1 = (ln(SCorp/KCorp) + (r-λ+σ2/2)(TCorp-tCorp)) ÷ (σ√(TCorp-tCorp)) ln = natural logarithm λ = dividend rate of the Company for the most recent 12-month period at the time of closing of the Acquisition. KCorp = strike price of Warrant r = annual yield, as reported by Bloomberg at time tCorp, of the United States Treasury security measuring the nearest time TCorp d2 = d1- σ√(TCorp-tCorp)

Appears in 1 contract

Samples: Genocea Biosciences, Inc.

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to __________________________________________, whose address is ______________________________________________________________________________ ______________________. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 5(c) of the Warrant to which this notice relates. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 7 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Holder as specified on the face of the Warrant) [ [Holder Name] Address: 74201950_4 74201950_4 EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ [Holder Name] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayGenocea Biosciences, Inc. Inc., a Delaware corporation (the “Company”) ), covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 7 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER ADDRESS Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 7 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):74201950_4 [Signature guarantee] 74201950_4

Appears in 1 contract

Samples: Subscription Agreement (Genocea Biosciences, Inc.)

thereof. The undersigned requests that the certificates Borrower shall comply with such repair, service and maintenance standards and schedules as are required to enforce warranty or book entry position evidencing the shares to be acquired pursuant to such exercise be issued guaranty claims against Contractor, Operator or subcontractors and any standards imposed by any Insurance Policies in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant effect with respect to the number Rova I Facility, the Rova II Facility or the Property. Borrower’s review of shares and comment on the manual of common stock “Facility Procedures” pursuant to Section 5.4 of ViewRay, Inc. (the “Company”) covered thereby set forth below, Operating Contract shall be conducted subject to the following Independent Engineer’s approval, which shall not be unreasonably withheld. Borrower shall promptly inform the Independent Engineer of any material amendment or modifications to AssigneeFacility Proceduresproposed by Operator, or any material changes to such procedures proposed by Borrower, under Section 5.4 of the Operating Contract, with updates as to the status thereof, and shall report to the Independent Engineer the results of the annual review made of such procedures as contemplated in said section. Until all of the Obligations have been fully discharged, Borrower shall retain any information Operator need no longer retain pursuant to Section 5.17 of the Operating Contract, or cause Operator to continue to retain such information in a reasonable manner. Borrower shall not approve any “Proposed Operating Budget” submitted for approval under Section 7.1 of the Operating Contract until such time as all approvals required under Section 6.8(h) hereof have been obtained for the Rova I Operating Budget and the Rova II Operating Budget for the year (or portion thereof) that is the same as the first year (or portion thereof) of such “Proposed Operating Budget”. Borrower shall inform Agent and the Independent Engineer of any audit (and results thereof) that is conducted at Borrower’s request under Section 7.6 of the Operating Contract and, in connection with at Agent’s request, cause such transfer, represents and warrants audits to be conducted to the Company that full extent permitted to Borrower under said Section. Borrower shall promptly notify Agent if it has the transfer is in compliance with right to terminate the Operating Contract under Section 8 18.3 thereof, and only upon the request of Agent, which shall be made only upon instruction of the Warrant Majority Lenders, shall Borrower exercise such right and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares shall then do so in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):manner specified by Agent.

Appears in 1 contract

Samples: Loan Agreement (Westmoreland Coal Co)

thereof. The undersigned requests Each Additional Revolving Loan Bank party to this Agreement acknowledges and agrees that the certificates or book entry position evidencing the shares to be acquired Additional Revolving Loan Commitment provided pursuant to such exercise be issued in the name ofthis Agreement shall constitute an Additional Revolving Loan Commitment under, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under in, the Securities Act of 1933Credit Agreement. Each Additional Revolving Loan Bank party to this Agreement further agrees that, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayAdditional Revolving Loan Commitment provided by it pursuant to this Agreement, Inc. (the “Company”) covered thereby such Additional Revolving Loan Bank shall receive an upfront fee equal to that amount set forth belowopposite its name on Annex I hereto. Each Additional Revolving Loan Bank party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Bank under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the execution of a counterpart of this Agreement by the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph) required in connection herewith, each Additional Revolving Loan Bank party hereto shall become a Bank pursuant to the Credit Agreement and, to the following “Assignee” andextent provided in this Agreement, shall have the rights and obligations of a Bank thereunder and under the other Credit Documents. You may accept this Agreement by signing the enclosed copies in connection with the space provided below, and returning one copy of same to us before the close of business on ____________, _____. If you do not so accept this Agreement by such transfertime, represents our Additional Revolving Loan Commitment set forth in this Agreement shall be deemed cancelled. After the execution and warrants delivery to the Company that Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the transfer is parties hereto, this Agreement may only be changed, modified or varied by written instrument in compliance accordance with the requirements for the modification of Credit Documents pursuant to Section 8 13.12 of the Warrant and applicable federal and state securities laws: Credit Agreement. Very truly yours, [NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number BANK] By:__________________________ Name: Title: Agreed and Accepted this ___ day of shares__________, ____: DatedSUNRISE MEDICAL INC. By:_____________________________ Name: SignatureTitle: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933BANKERS TRUST COMPANY, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. SignatureAdministrative Agent By:_____________________________ Name: By: Its: AddressTitle: ANNEX I TO EXHIBIT C REGISTRATION RIGHTS AGREEMENT ANNEX UPFRONT FEES Amount of Additional Name of Bank Revolving Loan Commitment Upfront Fee ------------ ------------------------- ----------- Total __________________ ___________ EXHIBIT D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):FORM OF LETTER OF CREDIT REQUEST

Appears in 1 contract

Samples: Security Agreement (Vestar Capital Partners Iv Lp)

thereof. The undersigned requests Borrower hereby acknowledges and agrees that (A) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (a “Platform”) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities, (C) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an word accredited investorPUBLICas defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified shall appear prominently on the face of first page thereof, (D) by marking Borrower Materials “PUBLIC,” the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVEDBorrower shall be deemed to have authorized the Administrative Agent, [ ] (the “Assignor”) hereby sells, assigns Lead Arrangers and transfers all of the rights of the undersigned Assignor under the attached Warrant Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the number Borrower or its securities for purposes of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable United States federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number ; provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 13.26, (E) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges a Platform designated as “Public Side Information”, and (F) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an are not marked accredited investorPUBLIC” as defined in Rule 501(a) being suitable only for posting on a portion of Regulation D promulgated a Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall not be under the Securities Act of 1933, as amended, and agrees any obligation to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Term Loan Credit Agreement (J M SMUCKER Co)

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thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to __________________________________________, whose address is ______________________________________________________________________________ ______________________. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 5(c) of the Warrant to which this notice relates. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 7 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Holder as specified on the face of the Warrant) [ [Holder Name] Address: 74024542_12 74024542_12 EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ [Holder Name] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayGenocea Biosciences, Inc. Inc., a Delaware corporation (the “Company”) ), covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 7 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER ADDRESS Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 7 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX [Signature guarantee] 74024542_12 EXHIBIT D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):FORM OF PRE-FUNDED WARRANT 39. 74109921_16

Appears in 1 contract

Samples: Subscription Agreement (Genocea Biosciences, Inc.)

thereof. The undersigned requests Trustee will cause to be distributed to the Class R Certificateholder the amounts to which such Holder is entitled pursuant to the terms of the Agreement. Such distributions will be made by check mailed to the address of the Person entitled thereto, as such address shall appear on the Certificate Register or by wire or other transfer of immediately available funds if such Person has given the Trustee written instructions at least ten days prior to the related Distribution Date. Notwithstanding the above, the final distribution on this Class R Certificate will be made only upon presentation and surrender of this Class R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee for such purpose. No transfer of this Class R Certificate will be made unless the Trustee has received either (i) an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Contract Seller and the Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the certificates transferee's acquisition of Class R Certificate will not constitute or book entry position evidencing result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the shares Code and will not subject the Servicer, the Contract Seller or the Trustee to be acquired pursuant any obligation or liability in addition to such exercise be issued those undertaken in the name ofAgreement or (ii) a representation letter, and delivered in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), whose address or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan. No transfer of a Class R Certificate shall be made unless such transfer is . By its signature below exempt from the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) registration requirements of Regulation D promulgated under the Securities Act of 1933, as amended, (the "Act"), or is made in accordance with said Act. In the event that such a transfer is to be made, the prospective transferee of such Certificate shall be required to provide the Trustee, the Contract Seller and agrees the Servicer with an investment letter substantially in the form described by the Agreement, as required under Section 6.02 of the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Contract Seller, the Servicer and the Certificate Registrar acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with the Act or any similar state laws. Each Holder of this Class R Certificate will be deemed to have agreed to be bound by the terms and conditions restrictions of Section 6.02 of the attached Warrant as Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the date proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class R Certificate must agree not to transfer an Ownership Interest in this Class R certificate if it has actual knowledge that the proposed transferee is not a permitted transferee and (v) any attempted or purported transfer of any ownership interest in this class R certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, including Section 8 thereofwhich further provisions shall for all purposes have the same effect as if set forth at this place. DATED: (Signature must conform in all respects This Certificate shall not be entitled to name any benefit under the Agreement or be valid for any purpose unless the certificate of authentication hereon has been manually executed by an authorized officer of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenpoint Financial Corp)

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 9 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Purchaser as specified on the face of the Warrant) [ [Purchaser] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ [Purchaser] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayArdelyx, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 9 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 9 thereof. Signature: By: Its: Address: ANNEX EXHIBIT C REGISTRATION RIGHTS AGREEMENT ANNEX D LIST OF PERSONS EXECUTING LOCK-UP AGREEMENTS Xxxxx Xxxxxxx Xxxxx Xxxx NEA Ventures 2008, Limited Partnership New Enterprise Associates 12, Limited Partnership New Enterprise Associates 15, L.P. NEA 15 Opportunity Fund, L.P. APPENDIX I PURCHASER QUESTIONNAIRE ANNEX To: Ardelyx, Inc. This Purchaser Questionnaire (“Questionnaire”) must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.0001 per share, and shares of common stock that may be issued upon exercise of certain warrants (collectively, the “Securities”), of Ardelyx, Inc., a Delaware corporation (the “Corporation”). The Securities are being offered and sold by the Corporation without registration under the Securities Act of 1933, as amended (the “Securities Act”), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(a)(2) of the Securities Act and on Regulation D PURCHASER QUESTIONNAIRE How promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling the Securities to subscribe for Shares such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemptions from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of ViewRay Incorporated (formerly known an offer to buy any security. By signing this Questionnaire, you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as Mirax Corp.):the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Securities Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ardelyx, Inc.)

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to __________________________________________, whose address is ____________________________________________________________________________________________________. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 5(c) of the Warrant to which this notice relates. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 7 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Holder as specified on the face of the Warrant) [ [Holder Name] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ [Holder Name] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayGenocea Biosciences, Inc. Inc., a Delaware corporation (the “Company”) ), covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 7 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER ADDRESS Number of shares: :___________________ Dated: :____________________________ Signature: Witness: _________________________ ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 7 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.)::

Appears in 1 contract

Samples: Genocea Biosciences, Inc.

thereof. The undersigned requests Each Incremental Lender acknowledges and agrees that the certificates or book entry position evidencing the shares to be acquired Incremental Commitments provided pursuant to such exercise be issued this Agreement, in the name ofaggregate amount as set forth on Annex I hereto, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated shall constitute Revolving Loan Commitments under the Securities Act Credit Agreement for Revolving Loans increasing the amount of 1933the Revolving Loan Commitments in effect immediately prior to the effectiveness of this Agreement. Furthermore, as amended, and agrees each of the parties to be bound by this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Lender party to this Agreement (i) confirms that it has received a copy of the attached Warrant as Credit Agreement and the other Credit Documents, together with copies of the date hereoffinancial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, including Section 8 (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof. DATED: , together with such powers as are reasonably incidental thereto, (Signature must conform iv) agrees that it will perform in accordance with their terms all respects to name of the Warrantholder obligations which by the terms of the Credit Agreement are required to be performed by it as specified a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. This Agreement, and the Incremental Commitments provided hereunder, shall become effective on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] date (the “AssignorAgreement Effective Date”) hereby sells, assigns and transfers upon which (i) all of the rights conditions set forth in paragraph 2 of Annex I hereto are satisfied and (ii) the execution and delivery to the Administrative Agent of a counterpart of this Agreement by the Administrative Agent, each Incremental Lender, the Borrower and each Guarantor. Upon such Agreement Effective Date, (x) the Administrative Agent shall provide prompt written notice of the undersigned Assignor occurrence of the Agreement Effective Date to the Borrower and the Lenders (which shall, as to the occurrence of the Agreement Effective Date, be conclusive and binding on all parties) and (y) each Incremental Lender party hereto shall become a Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the attached Warrant other Credit Documents. The Borrower hereby acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the number of shares of common stock of ViewRayIncremental Commitments provided hereby, Inc. including, without limitation, any Loans made pursuant thereto and (ii) all such Obligations shall be secured by the “Company”) covered thereby set forth belowCollateral under, and be entitled to the following “Assignee” andbenefits of, in connection the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with such transfer, represents and warrants respect to the Company that Incremental Commitment(s) provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the transfer is respective Guaranty in compliance accordance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions provisions thereof and (ii) be secured by the Collateral under and be entitled to the benefits of the Warrant as Security Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on September 18, 2007. If you do not so accept this Agreement by such time, your Incremental Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the date hereofCredit Agreement. This Agreement shall be deemed a Credit Document as defined in, including Section 8 thereofand pursuant to, the Credit Agreement. Signature: In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Administrative Agent By: Its/s/ Mxxx Xxx Xxxxx Title: AddressDirector By: ANNEX C REGISTRATION RIGHTS /s/ Sxxxx XxXxxxx Title: Director SIGNATURE PAGE TO THE INCREMENTAL COMMITMENT AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated DATED AS OF SEPTEMBER 18, 2007, AMONG AMERISTAR CASINOS, INC., THE LENDERS PARTY HERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT NAME OF INSTITUTION: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ MxxxXxx Xxxxx Title: Managing Director By: /s/ J.X. Xxx Title: Managing Director NAME OF INSTITUTION: WACHOVIA BANK, National Association By: /s/ G. Lxx Xxxxxx, Xx. Title: Vice President NAME OF INSTITUTION: US BANK NATIONAL ASSOCIATION By: /s/ Jxxxxxxx Xxxx Title: Vice President Ameristar Incremental Commitment 2007 NAME OF INSTITUTION: BANK OF SCOTLAND PLC, New York Branch By: /s/ Jxxxxx Xxxxxx Title: First Vice President NAME OF INSTITUTION: FIRST BANK By: /s/ Exxxxx X. Xxxxxx Title: Assistant Vice President NAME OF INSTITUTION: NATIXIS (formerly known as Mirax Corp.):NATEXIS BANQUES POPULAIRES) By: /s/ Pxxxxx Xxxxxxx Title: Director By: /s/ Mxxx X. Xxxxxxxxxx Title: Senior Managing Director NAME OF INSTITUTION: BNP PARIBAS By: /s/ Jxxxxx S. X. Xx Title: Managing Director By: /s/ Cxxxxxx X. Xxx Title: Vice President NAME OF INSTITUTION: RXXXXXX JXXXX BANK, FSB By: /s/ Axxxxx X. Xxxx Title: Vice President NAME OF INSTITUTION: SOVEREIGN BANK By: /s/ Cxxxx X. Xxxxxxxxxx Title: Senior Vice President NAME OF INSTITUTION: COMMERZBANK AG, New York and Grand Cayman Branches By: /s/ Christian Jagenberg Title: SVP and Manager By: /s/ Wxxxxx Xxxxxxxxxxx Title: SVP NAME OF INSTITUTION: WXXXX FARGO BANK, N.A. By: /s/ Jxxxx Xxxx Title: Vice President NAME OF INSTITUTION: BANK OF AMERICA, N.A. By: /s/ Bxxxx X. Xxxxx Title: Senior Vice President NAME OF INSTITUTION: CAPITAL ONE, N.A. By: /s/ Jxxxxxxx Xxxxxxx Title: Vice President Agreed and Accepted this 18th day of September, 2007: AMERISTAR CASINOS, INC. By: /s/ Pxxxx X. Xxxxx Title: Senior Vice President and General Counsel Each Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the eighth paragraph of the Agreement. AMERISTAR CASINO VICKSBURG, INC., AMERISTAR CASINO COUNCIL BLUFFS, INC., CACTUS PETE’S, INC., A.C. FOOD SERVICES, INC., AMERISTAR CASINO ST. LOUIS, INC., AMERISTAR CASINO KANSAS CITY, INC., AMERISTAR CASINO ST. CXXXXXX, INC., AMERISTAR CASINO LAS VEGAS, INC. AMERISTAR CASINO BLACK HAWK, INC. RICHMOND STREET DEVELOPMENT, INC., AMERISTAR EAST CHICAGO HOLDINGS, LLC each as a Guarantor By: /s/ Pxxxx X. Xxxxx Title: Vice President Ameristar Incremental Commitment 2007 ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT DATED SEPTEMBER 18, 2007 TERMS AND CONDITIONS FOR INCREMENTAL COMMITMENT AGREEMENT

Appears in 1 contract

Samples: Commitment Agreement (Ameristar Casinos Inc)

thereof. The undersigned requests Each Additional Lender and the Borrower acknowledge and agree that the certificates or book entry position evidencing the shares to be acquired Additional Commitments provided pursuant to such exercise be issued this Agreement shall constitute Additional Commitments (as specified in the name ofAnnex I attached hereto) under, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under in, the Securities Act of 1933Credit Agreement. Each Additional Lender and the Borrower further agree that, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number Additional Commitments provided by each Additional Lender pursuant to this Agreement, such Additional Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Additional Lender on the date on which the Additional Commitments to be made pursuant to this Agreement become effective in accordance with the terms hereof. Each Additional Lender party to this Agreement (i) confirms that it has received a copy of shares the Credit Agreement and the other Credit Documents, together with copies of common stock the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of ViewRaythe obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, Inc. and (v) in the “Company”case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 4.04(b) covered thereby certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon (w) the execution of a counterpart of this Agreement by such Additional Lenders, the Administrative Agent and the Borrowers, (x) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (y) the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph) required in connection herewith and (z) the satisfaction of any other conditions precedent set forth below, each Additional Lender party hereto (i) shall be obligated to provide the Additional Commitments, and make Revolving Loans pursuant to Section 1.01(a) of the Credit Agreement as provided in the Credit Agreement on the terms, and subject to the following “Assignee” conditions, set forth in the Credit Agreement, and, to the extent applicable, shall become a Lender pursuant to the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The effective date of this Agreement shall be the date on which (i) the parties hereto execute this Agreement and deliver same to the Administrative Agent at the Notice Office, (ii) all fees required to be paid in connection with such transferherewith have been paid and (iii) the conditions precedent set forth on Annex II attached hereto have been satisfied, represents and warrants which date shall be no later than ___ [insert a date on or prior to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of 20th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on . If you do not so accept this Agreement by such time, our Additional Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 8 thereof13.12 of the Credit Agreement. SignatureTHIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF LENDER] By: Name: Title: Agreed and Accepted this ___day of , ___: TRIZEC HOLDINGS OPERATING LLC By: Trizec Properties, Inc., its sole managing member By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: Name: Title: By: ItsName: AddressTitle: ANNEX C REGISTRATION RIGHTS Annex I to EXHIBIT M Amount of Additional Commitment Name of Lender (Revolving Loans) Upfront Fee Total Annex II to EXHIBIT M Conditions Precedent EXHIBIT N FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How [Intentionally Omitted] EXHIBIT O FORM OF COMPLIANCE CERTIFICATE [Date] Deutsche Bank Trust Company Americas, as Administrative Agent for the Lenders party to subscribe for Shares the Amended and Restated Credit Agreement referred to below 90 Xxxxxx Xxxxxx, 5th Floor Jersey City, NJ 07302 Attention: Real Estate Loan Operation and Each of the Lenders party to the Credit Agreement referred to below Re: COMPLIANCE CERTIFICATE This COMPLIANCE CERTIFICATE (this “Certificate”) is delivered pursuant to that certain Amended and Restated Credit Agreement, dated as of October 31, 2005, among Trizec Holdings Operating LLC (the “Borrower”), Trizec Properties, Inc. (“Trizec”), the lenders from time to time party thereto (the “Lenders”) and Deutsche Bank Trust Company Americas, as Administrative Agent (in such capacity, the “Administrative Agent”) (such Credit Agreement, as in effect on the date of this Certificate, being herein called the “Credit Agreement”). Capitalized terms not defined herein shall have the same meanings ascribed thereto in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Trizec Properties Inc)

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to __________________________________________, whose address is ______________________________________________________________________________ ______________________. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 5(c) of the Warrant to which this notice relates. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 5 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Holder as specified on the face of the Warrant) [ [Holder Name] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ [Holder Name] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayGenocea Biosciences, Inc. Inc., a Delaware corporation (the “Company”) ), covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 5 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER ADDRESS Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 5 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.)::

Appears in 1 contract

Samples: Genocea Biosciences, Inc.

thereof. The undersigned requests Each Extending Revolving Credit Lender also agrees that the certificates or book entry position evidencing Applicable Margin, Commitment Fee Rate and other provisions set forth on Annex I attached hereto shall be applicable to its Extending Revolving Credit Commitments. Each Extending Revolving Credit Lender party to this Agreement (i) confirms that it has received a copy of the shares to be acquired Credit Agreement and the other Loan Documents, together with copies of the financial statements delivered pursuant to Section 4.1 thereof and such exercise be issued in other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the name ofCredit Agreement, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants (ii) agrees that it is an “accredited investor” will, independently and without reliance upon the Administrative Agent, the Agents, the Arrangers or any other Lender and based on such documents and information as defined it shall deem appropriate at the time, continue to make its own credit decisions in Rule 501(a) of Regulation D promulgated taking or not taking action under the Securities Act of 1933Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto, (iii) appoints and authorizes the Agents to take such action as amended, agent on its behalf and agrees to be bound exercise such powers under the Credit Agreement and the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to the Agents by the terms and conditions thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the attached Warrant obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Loan Documents. Upon the execution of a counterpart of this Agreement by the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the payment of any fees required in connection herewith, each Extending Revolving Credit Lender party hereto shall become (or remain) a Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Loan Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on _____, _____. If you do not so accept this Agreement by such time, your Extending Revolving Credit Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 10.1 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF LENDER] By: Name: Title: Agreed and Accepted this _____ day of _____, _____: PINNACLE ENTERTAINMENT, INC., a Delaware corporation, By: Name: Title: BARCLAYS BANK PLC, as Administrative Agent By: Name: Title: Annex I to Extending Revolving Credit Commitment Agreement Name of Lender: Extending Revolving Credit Commitment: Applicable Margin for Eurodollar Loans: Applicable Margin for Base Rate Loans: Commitment Fee Rate: Other provisions applicable to Extending Revolving Credit Commitments: Exhibit E EXHIBIT O TO CREDIT AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE _____________, 20____ Reference is made to the Second Amended and Restated Credit Agreement, dated as of December 14, 2005 (as amended and as the date hereofsame may be further amended, including Section 8 thereofrestated, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), among PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, XXXXXX BROTHERS INC. DATED: (Signature must conform and BEAR, XXXXXXX & CO. INC., as joint advisors, joint lead arrangers and joint book runners, BEAR XXXXXXX CORPORATE LENDING INC., as syndication agent, XXXXX FARGO BANK, N.A., as lead arranger, and XXXXXX COMMERCIAL PAPER INC. or its successors or assigns, as administrative agent. Capitalized terms used and not defined herein shall have the meaning set forth in all respects to name of the Warrantholder as specified Credit Agreement. The Assignor identified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] Schedule 1 hereto (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. Assignee identified on Schedule 1 hereto (the “CompanyAssignee”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” agree as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):follows:

Appears in 1 contract

Samples: Credit Agreement (Pinnacle Entertainment Inc)

thereof. The undersigned requests that As provided in the certificates Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or book entry position agency of the Transfer Agent and Registrar in New York City, accompanied by a written instrument of transfer in form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized, and thereupon one or more new Certificates of authorized denominations evidencing the shares same aggregate fractional undivided interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. This Certificate is the BCRC Certificate, which represents the Depositor's interest in certain assets of the Trust, including the right to receive a portion of the Collections and other amounts at the times and in the amounts specified in the Agreement. The aggregate interest represented by this BCRC Certificate at any time in the Receivables in the Trust shall not exceed the Retained Interest at such time. In addition to this BCRC Certificate, (i) Investor Certificates will be acquired issued pursuant to such exercise the Agreement, which will represent the Investors' Interest, (ii) a Variable Funding Certificate will be issued pursuant to the Agreement, which will represent the Variable Funding Interest, and (iii) Supplemental Certificates may be issued pursuant to the Agreement, which will represent that portion of the Retained Interest not allocated to the Depositor. This BCRC Certificate shall not represent any interest in the name ofCollection Account, the Series Accounts or any Enhancements, except as expressly provided in the Agreement. Subject to the following paragraph, the obligations created by the Agreement and the Trust created thereby shall terminate upon the Trust Termination Date. Upon the termination of the Trust pursuant to Section 12.01 of the Agreement and the surrender of the BCRC Certificate, the Trustee shall sell, assign and convey to the Depositor or its designee, without recourse, representation or warranty, all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all Collateral Security with respect thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof, except for amounts held by the Trustee pursuant to Section 12.02(b) of the Agreement, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant Depositor's rights, remedies, powers and privileges with respect to such Receivables under the number Receivables Purchase Agreement. The Trustee shall execute and deliver such instruments of shares transfer and assignment, in each case without recourse, as shall be reasonably requested by the Depositor to vest in the Depositor or its designee all right, title and interest which the Trust had in all such property. The Depositor, the Servicer, the Trustee, the Transfer Agent and Registrar and any agent of common stock any of ViewRaythem, Inc. may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Servicer nor the Trustee, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by notice to the contrary except in certain circumstances described in the Pooling and Servicing Agreement. EXHIBIT B TO TO POOLING AND SERVICING AGREEMENT FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS (As required by Section 2.05(d) of the Pooling and Servicing Agreement) ASSIGNMENT NO. _____ OF __________ RECEIVABLES IN ADDITIONAL ACCOUNTS dated as of __________, ____, among Bombardier Credit Receivables Corporation, as depositor (the "Depositor"), Bombardier Capital Inc., as servicer (the "Servicer") and Bankers Trust Company”) covered thereby set forth below, as trustee (the "Trustee"), pursuant to the following “Assignee” and, in connection with such transfer, represents Pooling and warrants Servicing Agreement referred to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):below.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bombardier Receivables Master Trust I)

thereof. The undersigned requests Trustee will cause to be distributed to the Class R Certificateholder the amounts to which such Holder is entitled pursuant to the terms of the Agreement. Such distributions will be made by check mailed to the address of the Person entitled thereto, as such address shall appear on the Certificate Register or by wire or other transfer of immediately available funds if such Person has given the Trustee written instructions at least ten days prior to the related Distribution Date. Notwithstanding the above, the final distribution on this Class R Certificate will be made only upon presentation and surrender of this Class R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee for such purpose. No transfer of this Class R Certificate will be made unless the Trustee has received either (i) an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Contract Seller and the Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the certificates transferee's acquisition of Class R Certificate will not constitute or book entry position evidencing result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the shares Code and will not subject the Servicer, the Contract Seller or the Trustee to be acquired pursuant any obligation or liability in addition to such exercise be issued those undertaken in the name ofAgreement or (ii) a representation letter, and delivered in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), whose address or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan. No transfer of a Class R Certificate shall be made unless such transfer is . By its signature below exempt from the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) registration requirements of Regulation D promulgated under the Securities Act of 1933, as amended, (the "Act"), or is made in accordance with said Act. In the event that such a transfer is to be made, the prospective transferee of such Certificate shall be required to provide the Trustee, the Contract Seller and agrees the Servicer with an investment letter substantially in the form described by the Agreement, as required under Section 6.02 of the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Contract Seller, the Servicer and the Certificate Registrar acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with the Act or any similar state laws. Each Holder of this Class R Certificate will be deemed to have agreed to be bound by the terms and conditions restrictions of Section 6.02 of the attached Warrant as Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the date proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class R Certificate must agree not to transfer an Ownership Interest in this Class R Certificate if it has actual knowledge that the proposed transferee is not a permitted transferee and (v) any attempted or purported transfer of any ownership interest in this Class R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, including Section 8 thereofwhich further provisions shall for all purposes have the same effect as if set forth at this place. DATED: (Signature must conform in all respects This certificate shall not be entitled to name any benefit under the agreement or be valid for any purpose unless the certificate of authentication hereon has been manually executed by an authorized officer of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenpoint Financial Corp)

thereof. The undersigned requests that Attached hereto are supplemental and/or replacement Exhibits to the certificates or book entry position evidencing Guaranty Agreement, as applicable. An executed copy of this Joinder shall be delivered to the shares to be acquired pursuant to such exercise be issued in the name ofAgent, and delivered to the Agent and the Senior Secured Parties may rely on the matters set forth herein in entering into and extending credit under the Credit Agreement on or after the date hereof. This Joinder shall not be modified, whose address is amended or terminated without the prior written consent of the Agent. By its signature below [Name of New Guarantor] By: Title: Address: Dated: 234 STOCK PLEDGE AGREEMENT ("SPC Pledge Agreement") SPC PLEDGE AGREEMENT made as of the undersigned hereby represents 12th day of May, 1999, by and warrants that it is an “accredited investor” between SUSQUEHANNA PFALTZGRAFF CO., a Delaware corporation, ("Pledgor") and FIRST UNION NATIONAL BANK, a national banking association as agent on behalf of the Senior Secured Parties (as defined in Rule 501(a) the Credit Agreement referred to below). First Union National Bank in its capacity as agent hereunder, with its successors and assigns, is hereinafter referred to as "Agent." BACKGROUND OF AGREEMENT On the date hereof certain lenders and issuers of Regulation D promulgated under the Securities Act letters of 1933, credit and FIRST UNION NATIONAL BANK as Agent have entered into a Credit Agreement (as amended, extended, supplemented, restated, or otherwise modified or refinanced, including without limitation any amendment involving an increase in principal, interest rate or other amount, the "Credit Agreement") with Susquehanna Media Co. (the "Borrower"), pursuant to which such lenders and agrees issuers agreed to be bound by lend certain sums to the Borrower upon the terms and conditions specified in the Credit Agreement under (1) a revolving credit facility with a swing loan subfacility, and (2) two separate term loan facilities, and to issue, or participate in the issuance of, certain letters of credit. In addition, the Credit Agreement currently requires the Borrower under certain conditions to enter into certain interest rate hedging agreements. One of the attached Warrant prerequisites to the making of advances by the Lenders (as defined in the Credit Agreement) under the Credit Agreement and the issuing of letters of credit thereunder is that the Pledgor (which owns one hundred percent (100%) of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name outstanding common stock of the Warrantholder as specified on Borrower) shall have entered into this SPC Pledge Agreement and shall have granted to the face Agent for the benefit of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns Senior Secured Parties a security interest in and transfers to all of the rights shares of capital stock or other securities of the undersigned Assignor under Borrower owned by Pledgor to secure the attached Warrant with respect Borrower's obligations to the number Senior Secured Parties. This SPC Pledge Agreement is being executed and delivered pursuant to Section 4.1.5 of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, Credit Agreement. Pledgor acknowledges that the loan made pursuant to the following “Assignee” and, in connection with such transfer, represents Credit Agreement will benefit the Borrower and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee thereby also benefit Pledgor. Pledgor also acknowledges that it has reviewed was and will be Solvent, before or after giving effect to the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound transactions contemplated by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):Credit Agreement.

Appears in 1 contract

Samples: Security Agreement (Susquehanna Media Co)

thereof. The undersigned requests that This Note is secured by the certificates Security Documents referred to in the Note Purchase Agreement. All payments made by the Company on this Note shall be applied first, to the accrued, but unpaid interest hereon, and the remainder, if any, shall be applied to the principal balance hereof. This Note is subject to optional prepayment, in whole or book entry position evidencing from time to time in part, without notice, premium, fee or penalty, at the shares times and on the terms specified in the Note Purchase Agreement, but not otherwise. Payments of principal of and interest on this Note are to be acquired pursuant to made in lawful money of the United States of America at places designated in the Note Purchase Agreement. This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such exercise holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and delivered for all other purposes, and the Company will not be affected by any notice to , whose address is the contrary. By its signature below the undersigned hereby represents and warrants that it is If an “accredited investor” Event of Default as defined in Rule 501(a) the Note Purchase Agreement, occurs and is continuing, the principal of Regulation D promulgated under this Note may be declared or otherwise become due and payable in the Securities Act of 1933manner, as amended, at the price and agrees to with the effect provided in the Note Purchase Agreement. This Note shall be bound governed by and construed in accordance with the terms and conditions laws of the attached Warrant as State of New York, excluding the date hereof, including Section 8 choice of law rules thereof. DATEDUNIVERSAL SEISMIC ASSOCIATES, INC. By:________________________________ Name: (Signature must conform in all respects to name of Ronaxx X. Xxxxxxx Title: Chief Financial Officer 41 SCHEDULE 5.05 To the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRayUniversal Seismic Associates, Inc. (Note Purchase Agreement Subsidiaries Jurisdiction Percentage Subsidiary of Incorporation Ownership ---------- ---------------- --------- Universal Seismic Acquisition, Inc. Texas 100% Universal Seismic Technologies, Inc. Texas 100% Marine Automated Surveys, Inc. Texas 100% Unexco, Inc. Delaware 100% SCHEDULE 5.08 To the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):Universal Seismic Associates Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Universal Seismic Associates Inc)

thereof. The undersigned requests Each Incremental RL Lender, Company and Administrative Agent acknowledge and agree that each Incremental RL Commitment provided pursuant to this Agreement by the certificates or book entry position evidencing relevant Incremental RL Lender shall be added to (and thereafter become a part of) the shares to be acquired Revolving Loan Commitment of the respective Incremental RL Lender specified in Annex I attached hereto and, upon the incurrence of Revolving Loans pursuant to such exercise Incremental RL Commitments, shall constitute Revolving Loans under the respective Revolving Loan Commitment of each Incremental RL Lender for all purposes of the Credit Agreement and the other applicable Loan Documents. Each Incremental RL Lender, Company and Administrative Agent further agree that, with respect to the Incremental RL Commitment provided by each Incremental RL Lender pursuant to this Agreement, such Incremental RL Lender shall receive from Company such upfront fees, unutilized commitment fees and/or other fees, if any, as may be issued separately agreed to in writing with Company and Administrative Agent, all of which fees shall be due and payable to such Incremental RL Loan Lender on the name ofterms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and delivered conditions set forth on Annex I hereto in respect of each Incremental RL Commitment provided pursuant to this Agreement. Each Incremental RL Lender party to this Agreement, whose address is . By its signature below to the undersigned hereby represents and warrants extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an “accredited investor” Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as defined in Rule 501(a) of Regulation D promulgated it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Securities Act of 1933Credit Agreement, (iii) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iv) appoints and authorizes Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and Collateral Agent, as amendedthe case may be, and agrees to be bound by the terms and conditions thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the attached Warrant obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each Incremental RL Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or Certificate re Non-Bank Status referred to in Section 2.7B(iii) of the Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by Company under the Credit Agreement and the other Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental RL Lender, Administrative Agent, Company and each Subsidiary Guarantor, (ii) the delivery to Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, including (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 8 thereof. DATED: 9 of Annex I hereto (Signature must conform such date, the “Agreement Effective Date”), each Incremental RL Lender party hereto (i) shall have its Revolving Loan Commitment under the Credit Agreement increased by an amount equal to its Incremental RL Commitment hereunder, (ii) shall be obligated to make the Revolving Loans provided to be made by it as provided in all respects to name this Agreement and participate in Letters of the Warrantholder as specified Credit on the face of terms, and subject to the Warrantconditions, set forth in the Credit Agreement and in this Agreement and (iii) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVEDto the extent provided in this Agreement, [ ] (the “Assignor”) hereby sells, assigns and transfers all of shall have the rights and obligations of the undersigned Assignor a Lender thereunder and under the attached Warrant other applicable Loan Documents. Company acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the number Incremental RL Commitments provided hereby including, without limitation, all Revolving Loans and other extensions of shares credit made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans and other extensions of common stock credit) shall be entitled to the benefits of ViewRay, Inc. (the “Company”) covered thereby Collateral Documents and the Subsidiary Guaranty to the extent set forth therein. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental RL Commitments provided hereby and all Revolving Loans and other extensions of credit made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty to the extent set forth therein and constitute “Guarantied Obligations” thereunder and (ii) be entitled to the benefits of the Loan Documents to the extent set forth therein. Attached hereto as Annex II is the officers’ certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clauses (i) and (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III is each technical amendment, modification and/or supplement to the Collateral Documents required to be delivered pursuant to clause (v) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement.45] Attached hereto as Annex [[III] [IV]] [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the Loan Parties, delivered as required pursuant to clause (vi) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[IV] [V]] are officers’ certificates, board of director resolutions and good standing certificates of Company and each other Loan Party required to be delivered pursuant to clause (vii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[V] [VI]] is evidence demonstrating that the full amount of the Obligations to be incurred under the Incremental RL Commitments (assuming the full utilization thereof) may be incurred without violating the terms of material Indebtedness of Company and its Subsidiaries (including, without limitation, the 2009 Senior Notes) as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the following “Assignee” andclose of business on , . If you do not so accept this Agreement by such time, our Incremental RL Commitments set forth in connection this Agreement shall be deemed canceled. After the execution and delivery to Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with such transfer, represents and warrants the requirements for the modification of Loan Documents pursuant to the Company that the transfer is in compliance with Section 8 10.6 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Alliance HealthCare Services, Inc)

thereof. The undersigned requests Each Incremental Revolving Lender, the Borrowers and the Administrative Agent acknowledge and agree that the certificates or book entry position evidencing the shares to be acquired Incremental Revolving Commitments provided pursuant to such exercise be issued this Agreement shall constitute Incremental Revolving Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Revolving Commitment of each Incremental Revolving Lender shall become, or in the name case of an existing Revolving Lender, shall be added to (and thereafter become a part of), the Revolving Loan Commitment of such Incremental Revolving Lender. Each Incremental Revolving Lender, the Borrowers and delivered the Administrative Agent further agree that, with respect to the Incremental Revolving Commitment provided by each Incremental Revolving Lender pursuant to this Agreement, whose address is such Incremental Revolving Lender shall receive from Borrowers such upfront fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to in writing with Borrowers and acknowledged by the Administrative Agent, all of which fees shall be due and payable to such Incremental Revolving Lender on the terms and conditions set forth in each such separate agreement. By its signature below Furthermore, each of the undersigned parties to this Agreement hereby represents agrees to the terms and warrants conditions set forth on Annex I hereto in respect of each Incremental Revolving Commitment provided pursuant to this Agreement. Each Incremental Revolving Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an “accredited investor” Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as defined in Rule 501(a) of Regulation D promulgated it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Securities Act of 1933Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as amendedthe case may be, and agrees to be bound by the terms and conditions thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the attached Warrant obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each Incremental Revolving Lender organized under the laws of a jurisdiction outside the United States, attaches the forms referred to in Section 2.17(e) of the Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrowers under the Credit Agreement and the other Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Revolving Lender, the Administrative Agent, the Borrowers and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, including (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 8 thereof. DATED: 3 of Annex I hereto (Signature must conform such date, the “Agreement Effective Date”), each Incremental Revolving Lender party hereto (x) shall be obligated to make the Revolving Loans provided to be made by it as provided in all respects to name of the Warrantholder as specified this Agreement on the face of terms, and subject to the Warrantconditions, set forth in the Credit Agreement and in this Agreement and (y) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVEDto the extent provided in this Agreement, [ ] (the “Assignor”) hereby sells, assigns and transfers all of shall have the rights and obligations of the undersigned Assignor a Lender thereunder and under the attached Warrant other applicable Loan Documents. Each Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the number Incremental Revolving Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of shares the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Revolving Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee Agreement as, and to the extent, provided in the Credit Agreement and (ii) be entitled to the benefits of common stock the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of ViewRay, Inc. (the definition of Company”) covered thereby Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1.1 of the Credit Agreement have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on [ , 20 ]. If you do not so accept this Agreement by such time, our Incremental Revolving Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the following “Assignee” andAdministrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in connection accordance with such transfer, represents and warrants the requirements for the modification of Loan Documents pursuant to the Company that the transfer is in compliance with Section 8 11.1 of the Warrant Credit Agreement. In the event of any conflict between the terms of this Agreement and applicable federal and state securities laws: those of the Credit Agreement, the terms of the Credit Agreement shall control. * * * THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Very truly yours, [NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number EACH INCREMENTAL REVOLVING LENDER] By Name: Title Agreed and Accepted this day of shares, : Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933GENON ENERGY, INC., as amendeda Borrower By: Name: Title: GENON AMERICAS, INC., as a Borrower By: Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Each Guarantor acknowledges and agrees to be bound by each the terms foregoing provisions of this Incremental Revolving Commitment Agreement and conditions to the incurrence of the Warrant Revolving Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: Name: Title: Signature Page to Incremental Revolving Commitment Agreement ANNEX I TERMS AND CONDITIONS FOR INCREMENTAL REVOLVING COMMITMENT AGREEMENT Dated as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):,

Appears in 1 contract

Samples: Credit Agreement (Mirant Corp)

thereof. The undersigned requests Each Incremental Revolving Lender, the Borrowers and the Administrative Agent acknowledge and agree that the certificates or book entry position evidencing the shares to be acquired Incremental Revolving Commitments provided pursuant to such exercise be issued this Agreement shall constitute Incremental Revolving Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Revolving Commitment of each Incremental Revolving Lender shall become, or in the name case of an existing Revolving Lender, shall be added to (and thereafter become a part of), the Revolving Loan Commitment of such Incremental Revolving Lender. Each Incremental Revolving Lender, the Borrowers and delivered the Administrative Agent further agree that, with respect to the Incremental Revolving Commitment provided by each Incremental Revolving Lender pursuant to this Agreement, whose address is such Incremental Revolving Lender shall receive from Borrowers such upfront fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to in writing with Borrowers and acknowledged by the Administrative Agent, all of which fees shall be due and payable to such Incremental Revolving Lender on the terms and conditions set forth in each such separate agreement. By its signature below Furthermore, each of the undersigned parties to this Agreement hereby represents agrees to the terms and warrants conditions set forth on Annex I hereto in respect of each Incremental Revolving Commitment provided pursuant to this Agreement. Each Incremental Revolving Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an “accredited investor” Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as defined in Rule 501(a) of Regulation D promulgated it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Securities Act of 1933Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as amendedthe case may be, and agrees to be bound by the terms and conditions thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the attached Warrant obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each Incremental Revolving Lender organized under the laws of a jurisdiction outside the United States, attaches the forms referred to in Section 2.17(e) of the Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrowers under the Credit Agreement and the other Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Revolving Lender, the Administrative Agent, the Borrowers and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, including (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 8 thereof. DATED: 3 of Annex I hereto (Signature must conform such date, the “Agreement Effective Date”), each Incremental Revolving Lender party hereto (x) shall be obligated to make the Revolving Loans provided to be made by it as provided in all respects to name of the Warrantholder as specified this Agreement on the face of terms, and subject to the Warrantconditions, set forth in the Credit Agreement and in this Agreement and (y) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVEDto the extent provided in this Agreement, [ ] (the “Assignor”) hereby sells, assigns and transfers all of shall have the rights and obligations of the undersigned Assignor a Lender thereunder and under the attached Warrant other applicable Loan Documents. Each Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the number Incremental Revolving Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of shares the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Revolving Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee Agreement as, and to the extent, provided in the Credit Agreement and (ii) be entitled to the benefits of common stock the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of ViewRay, Inc. (the definition of Company”) covered thereby Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1.1 of the Credit Agreement have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on [ , 20 ]. If you do not so accept this Agreement by such time, our Incremental Revolving Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the following “Assignee” andAdministrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in connection accordance with such transfer, represents and warrants the requirements for the modification of Loan Documents pursuant to the Company that the transfer is in compliance with Section 8 11.1 of the Warrant Credit Agreement. In the event of any conflict between the terms of this Agreement and applicable federal and state securities laws: those of the Credit Agreement, the terms of the Credit Agreement shall control. * * * THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Very truly yours, [NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number EACH INCREMENTAL REVOLVING LENDER] By: Name: Title: Agreed and Accepted this day of shares, : Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933GENON ENERGY, INC., as amendeda Borrower BY: Name: Title: GENON AMERICAS, INC., as a Borrower BY: Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent BY: Name: Title: Each Guarantor acknowledges and agrees to be bound by each the terms foregoing provisions of this Incremental Revolving Commitment Agreement and conditions to the incurrence of the Warrant Revolving Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: Name: Title: Signature Page to Incremental Revolving Commitment Agreement ANNEX I TERMS AND CONDITIONS FOR INCREMENTAL REVOLVING COMMITMENT AGREEMENT Dated as of , 1. Name of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):Borrowers:

Appears in 1 contract

Samples: Guarantee Agreement (Rri Energy Inc)

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Purchaser as specified on the face of the Warrant) [ ] «Purchaser» Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] «Purchaser» (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 9 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 9 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.)::

Appears in 1 contract

Samples: ViewRay, Inc.

thereof. The undersigned requests that All “Loans” made and “Obligations” incurred under the certificates or book entry position evidencing Existing Credit Agreement which are outstanding on the shares to Restatement Effective Date shall continue as Loans and Obligations under (and shall be acquired pursuant to such exercise be issued governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the name of, and delivered to , whose address is . By its signature below the undersigned hereby represents and warrants that it is an accredited investorLoan Documents(as defined in Rule 501(athe Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” owed to any Lender or any Affiliate of Regulation D promulgated any Lender which are outstanding on the Restatement Effective Date shall continue as Obligations under this Agreement and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Revolving Credit Exposure under the Securities Act Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of 1933the outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date and (e) the Borrowers hereby agree to compensate each Lender for any and all losses, as amendedcosts and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement) and such reallocation described above, and agrees to be bound by in each case on the terms and conditions of in the attached Warrant as of the date hereof, including manner set forth in Section 8 thereof. DATED: 2.16 hereof (Signature must conform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor unless waived by any Lender with Revolving Credit Exposure under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):Existing Credit Agreement).

Appears in 1 contract

Samples: Credit Agreement (Ametek Inc/)

thereof. The undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to __________________________________________, whose address is ____________________________________________________________________________________________________. By its signature below the undersigned hereby represents and warrants that it is an “accredited investor” the Representations and Warranties in Section 5 of the Purchase Agreement are true and correct as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, date hereof and hereby agrees to be bound by the terms and conditions of the attached Warrant as of the date hereof, including Section 8 thereof. DATED: (Signature must conform in all respects to name of the Warrantholder Purchaser as specified on the face of the Warrant) [ ] «Purchaser» Address: US-DOCS\75607384.7 EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] «Purchaser» (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of ViewRay, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with Section 8 of the Warrant and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Signature: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents makes each of the Representations and warrants that it is an “accredited investor” Warranties in Section 5 of the Purchase Agreement as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, date hereof and hereby agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 8 thereof. Signature: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.)::

Appears in 1 contract

Samples: ViewRay, Inc.

thereof. The undersigned requests Each Incremental Lender, Holdings, the Borrowers and the Agent acknowledge and agree that the certificates or book entry position evidencing the shares to be acquired Incremental Commitments provided pursuant to such exercise be issued this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Lender shall become, or in the name case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrowers and delivered the Agent further agree that, with respect to the Incremental Commitment provided by each Incremental Lender pursuant to this Agreement, whose address is such Incremental Lender shall receive from the Borrowers such upfront fees and/or other fees, if any, as may be separately agreed to in writing with the Borrowers and acknowledged by the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. By its signature below Furthermore, each of the undersigned parties to this Agreement hereby represents agrees to the terms and warrants conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an “accredited investor” Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as defined in Rule 501(a) of Regulation D promulgated it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Securities Act of 1933Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as amendedit shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and agrees the other Loan Documents, (iv) appoints and authorizes the Agent to be bound take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms and conditions of the attached Warrant thereof, together with such powers as of the date hereofare reasonably incidental thereto, including Section 8 thereof. DATED: (Signature must conform v) agrees that it will perform in all respects to name of the Warrantholder as specified on the face of the Warrant) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers accordance with their terms all of the rights obligations which by the terms of the undersigned Assignor Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vi) in the case of each Incremental Lender that is a Foreign Lender, attaches the forms referred to in Section 3.13(c) of the Credit Agreement. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Borrowers, Holdings and each other Loan Party and the Agent, (ii) the delivery to the Agent, Holdings and the Borrowers of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 4 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be obligated to make the Loans provided to be made by it as provided in this Agreement, and participate in Letters of Credit issued on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the attached Warrant other applicable Loan Documents. Each of the Borrowers acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the number Incremental Commitments provided hereby as provided in the Credit Agreement including, without limitation, all Loans made pursuant thereto, and (ii) all such Obligations (including all such Loans) shall be entitled to the benefits of shares the respective Security Documents and the Guarantee in accordance with the requirements of common stock the Credit Agreement. Each of ViewRaythe Borrowers acknowledges and agrees that, Inc. on the Incremental Commitment Date, (i) the representations and warranties made or deemed made by each Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on the Incremental Commitment Date with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents (other than a change in factual circumstances since the Effective Date, that constitutes a material adverse change in the business, assets, liabilities, financial condition or results of operations of Holdings and its Subsidiaries taken as a whole), and (ii) no Default or Event of Default exists or would exist after giving effect to the Incremental Commitment contemplated hereby. Holdings and each Guarantor acknowledge and agree that all Obligations with respect to the Incremental Commitments provided hereby and all Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee as, and to the extent, provided therein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II are true and correct copies of such officers’ certificates, board of director (or equivalent governing body) resolutions and evidence of good standing (to the extent available under Applicable Law) of the Loan Parties required to be delivered pursuant to clause (iv) of the definition of Company”Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. Attached hereto as Annex III is a true and correct copy of a certificate executed by an authorized officer of the MG Borrower required to be delivered pursuant to clause (v) covered thereby of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on _____, 20_. If you do not so accept this Agreement by such time, our Incremental Commitments set forth below, in this Agreement shall be deemed canceled. After the execution and delivery to the following “Assignee” andAgent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in connection accordance with such transfer, represents and warrants the requirements for the modification of Loan Documents pursuant to the Company that the transfer is in compliance with Section 8 13.6 of the Warrant Credit Agreement. In the event of any conflict between the terms of this Agreement and applicable federal and state securities laws: those of the Credit Agreement, the terms of the Credit Agreement shall control. * * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Very truly yours, [NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number EACH INCREMENTAL LENDER] By Name: Title Agreed and Accepted this [_____] day of shares[_____, 201_]: DatedMORGANS GROUP LLC By: SignatureName: WitnessTitle: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933BEACH HOTEL ASSOCIATES LLC By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as amended, Agent By: Name: Title: By: Name: Title: Each Guarantor acknowledges and agrees to be bound by each the terms foregoing provisions of this Incremental Commitment Agreement and conditions to the incurrence of the Warrant Loans to be made pursuant thereto. [EACH GUARANTOR], as a Guarantor By: Name: Title: ANNEX I TERMS AND CONDITIONS FOR INCREMENTAL COMMITMENT AGREEMENT Dated as of _____________, ____ 1. Name of the date hereof, including Section 8 thereof. SignatureBorrowers: By: Its: Address: ANNEX C REGISTRATION RIGHTS AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering of ViewRay Incorporated (formerly known as Mirax Corp.):Morgans Group LLC and Beach Hotel Associates LLC

Appears in 1 contract

Samples: Security Agreement (Morgans Hotel Group Co.)

thereof. The undersigned requests Barclays, the Borrower and the Administrative Agent acknowledge and agree that the certificates or book entry position evidencing the shares to be acquired Incremental Revolving Commitment provided pursuant to this Agreement shall constitute a “Revolving Commitment” for all purposes of the Credit Agreement and the other applicable Loan Documents. Barclays, the Borrower and the Administrative Agent further agree that, with respect to the Incremental Facility provided hereby, Barclays shall be entitled to receive from the Borrower such exercise upfront fees as may be issued separately agreed to in writing between the Borrower and Barclays (in addition to the fees owing by the Borrower pursuant to Section 2.14(b) through (d) of the Credit Agreement). Furthermore, each of the parties to this Agreement hereby agree (i) to the terms set forth on Annex I hereto in respect of the Incremental Facility, (ii) that the Incremental Revolving Commitment, and the Revolving Loans funded thereunder, shall be on the same terms and conditions as the Revolving Commitments and Revolving Loans under the Credit Agreement and (iii) Schedule II-A to the Credit Agreement is hereby amended to add a Revolving Commitment for Barclays in the name of, and delivered to , whose address is amount of $20,000,000. By its signature below the undersigned Barclays hereby represents and warrants (i) confirms that it is an “accredited investor” has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as defined in Rule 501(a) of Regulation D promulgated it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Securities Act Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iii) irrevocably authorizes the Administrative Agent to take such action on its behalf under this Agreement, the other Loan Documents and any other instruments and agreements referred to therein and to exercise such powers and to perform such duties thereunder as are specifically delegated to or required of 1933, as amended, and agrees to be bound the Administrative Agent by the terms thereof and conditions such other powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the attached Warrant obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender and (v) in the case Barclays is a Foreign Lender, attaches the forms and/or certificates referred to in Section 2.20(g) of the Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from, or a reduction of, United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Agreement and the other Loan Documents (except in respect of any U.S. federal withholding Taxes imposed under FATCA). Upon the date of (i) the execution of a counterpart of this Agreement by Barclays, the Administrative Agent, the Borrower and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other form of electronic transmission permitted under the Credit Agreement) hereof, including (iii) the payment of any fees then earned, due and payable in connection herewith and (iv) the satisfaction (or waiver in writing) of any other conditions precedent set forth in Section 8 thereof4 of Annex I hereto (such date, the “Agreement Effective Date”), Barclays (a) shall be obligated to fund Revolving Loans provided to be made by it, and participate in Letters of Credit and Swingline Loans required to be participated in by it, in each case as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement, and (b) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. DATED: (Signature must conform in all respects to name Each of the Warrantholder as specified on the face of the WarrantBorrower and each Guarantor acknowledges and agrees that (i) [ ] Address: EXHIBIT B NOTICE OF ASSIGNMENT FORM FOR VALUE RECEIVED, [ ] (the “Assignor”) hereby sells, assigns and transfers it shall be liable for all of the rights of the undersigned Assignor under the attached Warrant Obligations with respect to the number Incremental Facility created hereunder and (ii) all such Obligations (including the Revolving Loans) shall constitute (and be included in the definition of) “Secured Obligations” under the Credit Agreement and be entitled to the benefits of shares the respective Collateral Documents and the Guaranty Agreement as, and to the extent, provided in the Credit Agreement and in such other Loan Documents. Attached hereto as Annex II is the officer’s certificate required pursuant to Section 2.24(a) of common stock the Credit Agreement certifying as to compliance with clauses (i), (ii) and (iii) of ViewRaysuch Section and containing the calculations (in reasonable detail) required by such clause (ii) thereof. The Borrower may accept this Agreement by signing the enclosed copies in the space provided below, Inc. (and returning one copy of same to Barclays and one copy to the “Company”) covered thereby Administrative Agent before the close of business on December 6, 2012. If the Borrower does not so accept this Agreement by such time, the obligations of Barclays to provide the Incremental Facility set forth below, in this Agreement shall be deemed canceled and of no force or effect. After the execution and delivery to the following “Assignee” andAdministrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in connection accordance with such transfer, represents and warrants the requirements for the modification of Loan Documents pursuant to the Company that the transfer is in compliance with Section 8 10.2 of the Warrant Credit Agreement. THIS AGREEMENT AND THE OBLIGATIONS HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. [Signature Pages Follow] Very truly yours, BARCLAYS BANK PLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President Agreed and applicable federal and state securities laws: NAME OF ASSIGNEE ADDRESS/FAX NUMBER Number of shares: Dated: Signature: Witness: ASSIGNEE ACKNOWLEDGMENT The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant Accepted as of the date hereoffirst written above: ENCORE CAPITAL GROUP, including Section 8 thereofINC. Signature: By: Its/s/ Xxxx Xxxxxxxx Name: AddressXxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer Agreed and Accepted as of the date first written above: SUNTRUST BANK, as Administrative Agent, Issuing Bank and Swingline Lender By: /s/ Xxxxxxx X’Xxxxx Name: Xxxxxxx X’Xxxxx Title: Director Each Guarantor acknowledges and agrees to each the foregoing provisions of this Incremental Facility Agreement and to the establishment of the Incremental Facility and the Obligations incurred related thereto. MIDLAND CREDIT MANAGEMENT, INC. MIDLAND FUNDING LLC MIDLAND PORTFOLIO SERVICES, INC. MIDLAND FUNDING NCC-2 CORPORATION MIDLAND INTERNATIONAL LLC MRC RECEIVABLES CORPORATION PROPEL ACQUISITION, LLC By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: President MIDLAND INDIA LLC By: /s/ Xxxxx X. Syran Name: Xxxxx X. Syran Title: President ANNEX C REGISTRATION RIGHTS I TERMS AND CONDITIONS FOR INCREMENTAL FACILITY AGREEMENT ANNEX D PURCHASER QUESTIONNAIRE ANNEX D PURCHASER QUESTIONNAIRE How to subscribe for Shares in the private offering Dated as of ViewRay Incorporated (formerly known as Mirax Corp.):December 6, 2012

Appears in 1 contract

Samples: Incremental Facility Agreement (Encore Capital Group Inc)

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