Tranche C Notes Sample Clauses

Tranche C Notes. Collectively, the promissory notes made by Borrower in favor of the Tranche C Lenders in an aggregate principal amount equal to the Total Tranche C Commitment, substantially in the form of Exhibit A, as the same may be amended, replaced, substituted and/or restated from time to time (including in connection with any Accordion Advance).
Sample 1
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Tranche C Notes. The Company shall have executed and delivered the Tranche C Notes to the Lenders.
Sample 1
Tranche C Notes. Each Tranche C Holder severally agrees, on the terms and conditions set forth in this Agreement, to purchase a single Tranche C Note from DNAP on the Closing Date in an amount not to exceed such Tranche C Holder's Tranche C Commitment. The Issuance of Tranche C Notes shall be made to the several Tranche C Holders ratably in proportion to their respective Tranche C Commitments.
Sample 1
Tranche C Notes. Subject to the terms and conditions of this Agreement, the Company shall sell and issue to each Tranche C Lender, and each Tranche C Lender severally, but not jointly, agrees to purchase from the Company, one or more Notes (the “Tranche C Notes” and, together with Tranche A Notes and Tranche B Notes, the “Notes”), as follows:
Sample 1
Tranche C Notes. Notwithstanding anything herein to the contrary, in the event that the Qualified Offering occurs prior to the later of (a) the last Tranche C Monthly Advance Closing Date, or (b) the aggregate amount of the Tranche C Marketing Advances advanced to the Company by each Tranche C Lender shall have reached the applicable Tranche C Maximum Marketing Advance Amount, the Company, in its sole discretion, shall have the right to terminate its obligation to sell and issue additional Notes and not hold any Tranche C Monthly Advance Closing or Tranche C Marketing Advance Closing following the closing of a Qualified Offering; provided, that, the Company shall issue to the Tranche C Lenders Warrants to purchase the number of Warrant Shares equal to (x) 20% of the difference between (i) each Tranche C Lender’s total commitment as is set forth opposite such Tranche C Lender’s name in column titled “Total Commitment” on Schedule III and (ii) the amount of the Consideration actually funded by such Tranche C Lender, divided by (y) the Qualified Offering Price. The form of Warrants issued pursuant to this Section 2.3(c) shall be the same as the form of warrant issued in connection with the closing of a Qualified Offering pursuant to Section 2.2.
Sample 1
Tranche C Notes. The Company may sell additional Tranche C Notes to the Tranche C Lenders in exchange for Tranche C Marketing Advances in any subsequent closing (each, a “Tranche C Marketing Advance Closing” and, along with the Tranche A Initial Closing, the Tranche B Initial Closing, the Tranche C Initial Closing, each Tranche A Monthly Advance Closing, each Tranche B Monthly Advance Closing, each Tranche C Monthly Advance Closing and each Tranche B Marketing Advance Closing, a “Closing”), subject to the satisfaction (or waiver) of the conditions set forth in Section 7 below. Each Tranche C Marketing Advance Closing shall take place within five (5) days of the Company delivering a Marketing Advance Request Notice to the Tranche C Lenders, at such locations and at such times as shall be mutually agreed upon orally or in writing by the Company and the Tranche C Lenders purchasing a majority in interest of the aggregate principal amount of the Tranche C Notes to be sold at such Tranche C Marketing Advance Closing (each, a “Tranche C Marketing Advance Closing Date” along with the Tranche A Initial Closing Date, the Tranche B Initial Closing Date, the Tranche C Initial Closing Date, each Tranche A Monthly Advance Closing Date, each Tranche B Monthly Advance Closing Date, each Tranche C Monthly Advance Closing Date and each Tranche B Marketing Advance Closing Date, a “Closing Date”). Schedule III shall be updated to reflect any Tranche C Marketing Advance Closing.
Sample 1
Tranche C Notes. (a) Subject to the terms and conditions of this Agreement, each Tranche C Noteholder severally agrees to make advances to the Company (each a "TRANCHE C ADVANCE") during the period from the date hereof through November 20, 1997 (the "TRANCHE C COMMITMENT PERIOD") in an aggregate amount not exceeding the principal amount specified opposite such Tranche C Noteholder's name in SCHEDULE A (such amount, as it may be reduced or terminated pursuant to this Agreement, is herein referred to as such Tranche C Noteholder's "TRANCHE C COMMITMENT"). Each funding of Tranche C Advances shall be made on the same date ratably by the Tranche C Noteholders. The Tranche C Advances made by each Tranche C Noteholder shall be evidenced by the Tranche C Note issued to such Noteholder. Tranche C Advances, once repaid, may not be reborrowed. (b) The Company will authorize the issue and sale of $1,500,000 aggregate principal amount of its 10% Senior Secured Exchangeable General Obligation Notes (the "TRANCHE C NOTES" and, together with the Tranche A Notes and the Tranche B Notes, the "NOTES"). Subject to the terms and conditions of this Agreement, at the Closing provided for in ARTICLE III, the Company will issue to each Tranche C Noteholder a Tranche C Note in the principal amount of such Tranche C Noteholder's Tranche C Commitment. The Tranche C Notes shall be substantially in the form set out in EXHIBIT 2.03, with such changes therefrom, if any, as may be approved by the Tranche C Noteholders and the Company. Each Tranche C Noteholder will note on its internal records, to the extent applicable, the date and amount of each Tranche C Advance made by such Tranche C Noteholder to the Company hereunder, and the amount of each payment in respect thereof and will prior to any transfer of any of its Tranche C Note endorse on the reverse side thereof the outstanding principal amount of Tranche C Advances evidenced thereby. Failure to make any such notation shall not affect the Company's obligations in respect of such Tranche C Advance. Absent manifest error, any Tranche C Noteholder's records or notations on its Tranche C Note as to the outstanding principal amount of its Tranche C Advances shall be rebuttably presumed to be correct.
Sample 1
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Related to Tranche C Notes

  • Tranche B Loans Each Lender severally agrees to lend to Borrowers, on a joint and several basis, from time to time during the period from the date of entry of the Interim Borrowing Order to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Commitments as Tranche B Loans, solely pursuant to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's Tranche B Commitment, and all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effect.

  • Tranche B Term Loans Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the U.S. Borrower, which Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

  • Term Notes The Term Loan made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Lender, Borrowers shall deliver a Term Note to such Lender.

  • Revolving Notes The Revolving Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrower to such Lender in an original principal amount equal to such Lender's Revolving Commitment Percentage of the Revolving Committed Amount and in substantially the form of Exhibit 2.1(e).

  • Term Loan Notes If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two (2) Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Term Loan Note or Term Loan Notes to evidence such Lender’s Term Loans to such Borrower.

  • Term Loan Facility (a) On the Closing Date, upon the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forth, each Term Loan Lender severally agrees to make a Term Loan to the Borrower in the full amount of such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on the Term Loan Maturity Date unless such Term Loan Obligations shall sooner become due and payable pursuant to Section 8.01 or as otherwise provided in this Agreement. (d) Each Borrowing under the Term Loan Facility shall be in an amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000). Each Borrowing under the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office for such type of Loan. The failure of any Term Loan Lender to make any requested Term Loan to be made by it on the date specified for such Term Loan shall not relieve any other Term Loan Lender of its obligation (if any) to make such Term Loan on such date, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lender.

  • Tranche A Term Loans Subject to the terms and conditions set forth herein, each Tranche A Term Loan Lender agrees to make a Tranche A Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche A Term Loan Commitment. Amounts repaid in respect of Tranche A Term Loans may not be reborrowed hereunder.

  • Revolver Notes The Revolver Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Lender, Borrowers shall deliver a Revolver Note to such Lender.

  • Term A Loans On the Effective Date, all outstanding "Loans" under the ------------ Existing Credit Agreement held by the Existing Lenders, shall automatically and without any action on the part of any Person, be designated as Term A Loans hereunder and each of the New Lenders that is a Term A Lender (and each Existing Lender, if any, whose relative proportion of Term A Commitments hereunder is increasing over the proportion of Existing Loans held by it under the Existing Credit Agreement) shall, by assignments from the Existing Lenders (which shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term A Loans of the Existing Lenders so designated in such amounts (and the Term A Lenders shall, through the Administrative Agent, make such additional adjustments among themselves as shall be necessary) so that after giving effect to such assignments and adjustments, the Term A Lenders shall hold the Term A Loans hereunder ratably in accordance with their respective Term A Commitments. On the Effective Date all "Interest Periods" in respect of the "Loans" under the Existing Credit Agreement that are designated as Term A Loans hereunder shall automatically be terminated and, subject to the terms and conditions of this Agreement (including, without limitation, paragraph (d) below), the Borrowers shall be permitted to Continue such "Loans" as Eurodollar Loans or to Convert such "Loans" into Base Rate Loans hereunder, in each case as provided in Section 2.08 hereof. In addition to the foregoing, each Term A Lender severally agrees, on the terms and conditions of this Agreement, to make additional term loans to the Borrowers in Dollars on the Effective Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in an aggregate principal amount up to but not exceeding the amount of the Term A Commitment of such Lender (such Loans, together with the "Loans" under the Existing Credit Agreement designated as Term Loans hereunder pursuant to the preceding paragraph, being herein called "Term A Loans"), provided that in no event shall ------------ -------- the aggregate principal amount of all Term A Loans exceed the aggregate amount of the Term A Commitments as in effect on the Effective Date. Subject to the terms and conditions of this Agreement, on the Effective Date the Borrowers may borrow the amount of the unutilized Term A Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Credit Agreement ---------------- Convert Term A Loans of one Type into Term A Loans of another Type (as provided in Section 2.08 hereof) or Continue Term A Loans of one Type as Term A Loans of the same Type (as provided in Section 2.08 hereof).

  • Term Loan B (a) Subject to the terms and conditions of this Agreement, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

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