Tranche 3. All or any part of DSM Tranche 3 is repaid or prepaid on or before April 15, 2024 other than from proceeds of sale of (a) all of the Capital Stock of Amyris RealSweet, LLC, or (b) the consummation of any sale of any consumer brands from which, in the case of this clause (b), the Obligors shall receive at least $75,000,000 in gross proceeds, which must, in each case, be on terms acceptable to the Lender in its absolute discretion.
Tranche 3. Subject to the terms and conditions of this Agreement and conditioned on Borrower’s achievement of the NDA Milestone in accordance with the definition thereof, on or before December 31, 2019, Borrower may request one additional Term Loan Advance in a principal amount of Fifteen Million Dollars ($15,000,000) (“Tranche 3”).
Tranche 3. Subject to the satisfaction of the terms and conditions herein set forth and in reliance upon the respective representations and warranties of the Credit Parties set forth herein and in the other Operative Documents, on the Tranche 3 Funding Date, the Borrowers shall sell to the Purchasers Tranche 3 Notes with an aggregate principal amount equal to the Tranche 3 Advance, and the Company shall sell the Tranche 3 Warrants to the Purchasers in proportion to the Tranche 3 Advance, respectively, for an aggregate amount equal to the Tranche 3 Advance.
Tranche 3. Borrower may request a Term Loan or Term Loans under Tranche 3 in the principal amount of up to One Million Dollars ($1,000,000) at any time during the period 1) beginning on the date that Borrower has provided evidence acceptable to Bank of (a) positive interim 3-month results from the OUS Clinical Trial and 2) ending on July 15, 2015. The proceeds of the Tranche 3 Advances shall be used for general working capital purposes and for capital expenditures.
4) Section 6.7(b)(ii) of the Agreement is hereby amended and restated, as follows:
Tranche 3. The Tranche 3 Options will become eligible to vest (subject to achieving a 2.0x Return to Investor) with respect to 25% of the Tranche 3 Options on each of the first, second, third and fourth anniversaries of the Grant Date. Tranche 3 Options that are eligible to vest shall only vest and become exercisable upon the achievement of a 2.0x Return to Investor. Subject to the other terms and provisions of this Agreement and the Plan, Tranche 3 Options not eligible to vest on the date a 2.0x Return to Investor is achieved, shall thereafter vest and become exercisable when they become eligible to vest.
(a) (1)(iii)-1
Tranche 3. Subject to the terms and conditions of this Agreement and conditioned on approval by Agent’s investment committee in its sole and unfettered discretion, on or before December 15, 2021, Borrower may request, and if requested, Lender with a Term Commitment with respect to Tranche 3 shall make, one additional Term Loan Advance in a principal amount of Fifty Million Dollars ($50,000,000) (“Tranche 3”).
Tranche 3. The remaining Tracking Units (“Tranche 3”) shall vest on the Two Year Anniversary (“Tranche 3 Vesting Date”). Subject to Section 6, as soon as practicable following the Tranche 3 Vesting Date, and in no event later than thirty (30) days after such date, the Company will deliver to Participant an amount in cash equal to the closing Company stock price on the trading day prior to the Tranche 3 Vesting Date multiplied by the vested Tranche 3 Tracking Units (such amount, the “Tranche 3 Payment”).
Tranche 3. Subject to the terms and conditions of this Agreement and satisfaction of the Tranche 3 Draw Test before such Tranche 3 Advance, on or prior to June 15, 2023, Borrower may request, and Lenders shall severally (and not jointly) make in an amount not to exceed their respective Tranche 3 Commitments, additional Term Loan Advances in minimum increments of Five Million Dollars ($5,000,000) (or if less than Five Million Dollars ($5,000,000) the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.2(a)(iii), provided that the aggregate principal amount of the Term Loan Advances made pursuant to this Section 2.2(a)(iii) shall not exceed Fifteen Million Dollars ($15,000,000) (such Term Loan Advances, the “Tranche 3 Advances”).
Tranche 3. Subject to the terms and conditions of this Agreement, Borrower may request, and the Lenders shall severally (and not jointly) make, in each case, beginning on the Closing Date and continuing through the last Business Day prior to the Amortization Date, and conditioned on approval by Lenders’ investment committee in is sole and unfettered discretion, one or more additional Term Loan Advances in minimum increments of Five Million Dollars ($5,000,000) (or if less, the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.2(a)(iv)) in an aggregate principal amount up to Fifteen Million Dollars ($15,000,000) (such Term Loan Advances, the “Tranche 3 Advances”).
Tranche 3. Subject to the terms and conditions of this Agreement, Borrower may request, and the Lenders shall severally (and not jointly) make, in each case, during the Tranche 3 Availability Period, one or more additional Term Loan Advances in minimum increments of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) (or if less, the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.2(a)(iii)) in an aggregate principal amount up to (x) Forty-Five Million Dollars ($45,000,000) plus (y) the undrawn Tranche 2 Commitment, if any, following the expiration of the Tranche 2 Availability Period (such Term Loan Advance, a “Tranche 3 Advance”, and, collectively, the “Tranche 3 Advances”).
