Tranche II. Subject to the terms and conditions of this Agreement, beginning on January 1, 2024 until July 19, 2024 (or such earlier date if Lenders elect in their sole discretion), Borrower may request, and Lenders shall severally (and not jointly) make, one or more additional Term Loan Advances in minimum increments of $5,000,000 (or if less than $5,000,000, the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.1(a)(ii)) in an aggregate principal amount of up to $20,000,000 (such Term Loan Advances, the “Tranche II Advances”).
Tranche II. The parties hereby agree that the Lenders have no commitment to fund any Tranche II Term Loan. In furtherance of the foregoing, the following provisions of the Loan and Security Agreement are hereby removed in their entirety and replaced with “[Reserved]” where applicable:
a. Recital B.;
b. Recital D.(ii);
c. the following definitions:
i. “Interest Only Extension Conditions”;
ii. “Maximum Tranche II Term Loan Amount;
iii. “Tranche II Term Loan(s)”;
iv. “Tranche II Term Loan Advance”;
v. “Tranche II Term Loan Advance Period”; and
d. Sections 2.2(a)(ii) and the reference to “Tranche II Term Loans” in the lead-in to Section 2.2(a).
Tranche II. Subject to the terms and conditions of this Agreement, beginning on the Fourth Amendment Effective Date and continuing through and including March 15, 2024, Borrower may request, and Lenders shall severally (and not jointly) make, one or more additional Term Loan Advances in minimum increments of $10,000,000 (or if less than $10,000,000, the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.1(a)(ii)) in an aggregate principal amount up to $50,000,000. Borrower shall request no less than $40,000,000 in Term Loan Advances under this Section 2.1(a)(ii) on the Fourth Amendment Effective Date.”
Tranche II. With respect to [__] of the Warrant Shares issuable hereunder, the initial Exercise Price is $12.50 per share (the “Tranche II Warrant Shares”).
Tranche II. On the earliest practicable date following the Two-Year Anniversary (as defined in the Credit Agreement) (the “Tranche II Closing”), the Corporation shall issue to the Investors then a party to this Agreement Warrants exercisable for a number of Warrant Shares equal to (i) a fraction, the numerator of which shall be be the aggregate outstanding principal balance of the Term Loans as of the Two-Year Anniversary and the denominator of which shall be the aggregate outstanding principal balance of the Term Loans as of the date hereof, multiplied by (ii) the product of 1.5% times the number of outstanding shares of Common Stock of the Corporation as of the Two-Year Anniversary (the “Tranche II Shares”). Each Investor a party to this Agreement on the Two-Year Anniversary shall receive that number of the Tranche II Shares that is equal to such Investor’s Applicable Commitment Percentage multiplied by the aggregate number of Tranche II Shares issuable by the Corporation pursuant to this clause (b).
Tranche II. Subject to the terms and conditions of this Agreement and satisfaction of Performance Milestone I, on or prior to June 15, 2021, Borrower may request, and Lenders shall severally (and not jointly) make, additional Term Loan Advances, in minimum increments of $5,000,000 (or if less than $5,000,000, the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.1(a)(ii)), provided that the aggregate principal amount of the Term Loan Advances made pursuant to this Section 2.1(a)(ii) shall not exceed $15,000,000 (“Tranche II”).
Tranche II. Subject to the terms and conditions of this Agreement and satisfaction of the Clinical Milestone, on or prior to (A) February 15, 2023, or (B) in the event that the PDUFA Action Date is extended beyond January 11, 2023, May 15, 2023, Borrower may request, and Lenders shall severally (and not jointly) make, one or more additional Term Loan Advances in minimum increments of $5,000,000 (or if less than $5,000,000 the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.1(a)(ii)) in an aggregate principal amount up to $50,000,000.
Tranche II. Subject to the terms and conditions of this Agreement and satisfaction of Performance Milestone II, on or prior to March 15, 2021, Borrower may request, and Lenders shall severally (and not jointly) make, an additional Term Loan Advance of $12,500,000.
Tranche II. Subject to the terms and conditions of this Agreement, (A) prior to the Second Amendment Effective Date, Lenders made, severally (and not jointly), a Term Loan Advance to Borrower in an amount equal to Five Million Dollars ($5,000,000) in accordance with their respective Tranche II Commitments, and (B) on the Second Amendment Effective Date, Lenders shall severally (and not jointly) make additional Term Loan Advances, in a single disbursement, in an amount equal to Ten Million Dollars ($10,000,000) in accordance with their respective Tranche II Commitments (such Term Loan Advances, the “Tranche II Advances”). After repayment, no Tranche II Advance (or any portion thereof) may be reborrowed.
Tranche II. Subject to the terms and conditions of this Agreement, beginning on the occurrence of the Availability Trigger and continuing through December 15, 2023, Borrower may request, and Lenders shall severally (and not jointly) make, one or more additional Term Loan Advances in minimum increments of $25,000,000 (or if less than $25,000,000 the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.1(a)(ii)) in an aggregate principal amount up to $50,000,000.”
