Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 315 contracts

Samples: Loan and Security Agreement (Basis Global Technologies, Inc.), Loan and Security Agreement (Basis Global Technologies, Inc.), Loan and Security Agreement (Interpace Biosciences, Inc.)

AutoNDA by SimpleDocs

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 146 contracts

Samples: Loan and Security Agreement (Backblaze, Inc.), Loan and Security Agreement (Backblaze, Inc.), Loan and Security Agreement (iSpecimen Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of BorrowerBorrower or any of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such Subsidiary’s business, upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person, and (b) Subordinated Debt or equity investments by Borrower’s investors in Borrower or its Subsidiaries.

Appears in 61 contracts

Samples: Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (MDxHealth SA), Loan and Security Agreement (Neuronetics, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated nonaffiliated Person.

Appears in 60 contracts

Samples: Loan and Security Agreement (Dpac Technologies Corp), Loan and Security Agreement (Displaytech Inc), Loan and Security Agreement (Kintera Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated Person.

Appears in 35 contracts

Samples: Loan and Security Agreement (Transgenomic Inc), Loan and Security Agreement (Lantronix Inc), Loan and Security Agreement (Lantronix Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated nonaffiliated Person.

Appears in 25 contracts

Samples: Loan Modification Agreement (Sirf Technology Holdings Inc), Loan and Security Agreement (Smart Move, Inc.), Loan and Security Agreement (Pharsight Corp)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson and transactions permitted pursuant to the terms of Section 7.2 hereof.

Appears in 15 contracts

Samples: Loan and Security Agreement (FireEye, Inc.), Loan and Security Agreement (Ignyta, Inc.), Loan and Security Agreement (Infinity Oil & Gas Co)

Transactions with Affiliates. Directly or indirectly enter into ---------------------------- or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated nonaffiliated Person.

Appears in 12 contracts

Samples: Loan and Security Agreement (Somnus Medical Technologies Inc), Loan and Security Agreement (Jetfax Inc), Loan Agreement (Ultradata Corp)

Transactions with Affiliates. Directly or indirectly enter into or ---------------------------- permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated nonaffiliated Person.

Appears in 8 contracts

Samples: Loan and Security Agreement (Natural Microsystems Corp), Loan and Security Agreement (C-Bridge Internet Solutions Inc), Loan and Security Agreement (Open Market Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms (when viewed in the context of any series of transactions of which it may be a part, if applicable) that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 8 contracts

Samples: Loan and Guaranty Agreement (Safeguard Scientifics Inc), Loan and Guaranty Agreement (Safeguard Scientifics Inc), Loan and Security Agreement (Airspan Networks Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable terms terms, that are fully disclosed to Lender, and that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated PersonAffiliate.

Appears in 7 contracts

Samples: Credit Agreement (Piccadilly Cafeterias Inc), Loan and Security Agreement (Harvey Electronics Inc), Loan and Security Agreement (Interact Commerce Corp)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable on terms that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated Person.

Appears in 7 contracts

Samples: Loan and Security Agreement (Quicklogic Corporation), Loan and Security Agreement (Corillian Corp), Loan and Security Agreement (Isis Pharmaceuticals Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrowers except for transactions that are in the ordinary course of Borrower’s Borrowers’ business, upon fair and reasonable terms that are no less favorable to Borrower Borrowers than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 7 contracts

Samples: Loan and Security Agreement (Tabula Rasa HealthCare, Inc.), Loan and Security Agreement (Uni-Pixel), Loan and Security Agreement (Uni-Pixel)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of BorrowerBorrower or any of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such Subsidiary’s business, upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated non‑affiliated Person, and (b) Subordinated Debt or equity investments by Borrower’s investors in Borrower or its Subsidiaries.

Appears in 6 contracts

Samples: Loan and Security Agreement (Castle Biosciences Inc), Loan and Security Agreement (Castle Biosciences Inc), Loan and Security Agreement (Castle Biosciences Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course Ordinary Course of Borrower’s businessBusiness, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 6 contracts

Samples: Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Kalobios Pharmaceuticals Inc)

Transactions with Affiliates. Directly or indirectly enter into ---------------------------- or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated Person.

Appears in 5 contracts

Samples: Loan and Security Agreement (Egain Communications Corp), Loan and Security Agreement (Snowball Com Inc), Loan Modification Agreement (Orapharma Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Borrower, except for transactions that are in the ordinary course of Borrower’s Borrowers’ business, upon fair and reasonable terms that are no less favorable to Borrower Borrowers than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 5 contracts

Samples: Loan and Security Agreement (GOOD TECHNOLOGY Corp), Loan and Security Agreement (GOOD TECHNOLOGY Corp), Loan and Security Agreement (GOOD TECHNOLOGY Corp)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for for: (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, and (b) transactions constituting bona fide rounds of preferred stock financing for capital raising purposes provided that such transactions are approved by Borrower’s Board of Directors, including all disinterested directors.

Appears in 5 contracts

Samples: Loan and Security Agreement (Hubspot Inc), Loan and Security Agreement (Hubspot Inc), Loan and Security Agreement (Hubspot Inc)

Transactions with Affiliates. Directly Except as set forth in the Schedule, directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 5 contracts

Samples: Loan and Security Agreement (Applied Optoelectronics, Inc.), Loan and Security Agreement (Applied Optoelectronics, Inc.), Loan and Security Agreement (Applied Optoelectronics, Inc.)

Transactions with Affiliates. Directly or indirectly enter into ---------------------------- or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated Personnonaffiliated Person and except for transactions with a Subsidiary that are upon fair and reasonable terms and transactions constituting Permitted Investments.

Appears in 5 contracts

Samples: Loan and Security Agreement (Inktomi Corp), Loan and Security Agreement (Crossworlds Software Inc), Loan and Security Agreement (Inktomi Corp)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of BorrowerBorrower (including the senior executive officers, directors, and partners of such affiliated Person) except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 5 contracts

Samples: Loan and Security Agreement (Roka BioScience, Inc.), Loan and Security Agreement (Roka BioScience, Inc.), Loan and Security Agreement (Roka BioScience, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s businessbusiness or as otherwise permitted by this Agreement, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 4 contracts

Samples: Loan and Security Agreement (Ziprecruiter, Inc.), Loan and Security Agreement (Ziprecruiter, Inc.), Loan and Security Agreement (Castlight Health, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, any Borrower except for transactions that are in the ordinary course of Borrower’s Borrowers' business, upon fair and reasonable terms terms, that are fully disclosed to Agent, and that are no less favorable to Borrower Borrowers than would be obtained in an arm’s 's length transaction with a non-affiliated PersonAffiliate.

Appears in 4 contracts

Samples: Loan and Security Agreement (Harolds Stores Inc), Loan and Security Agreement (Aegis Communications Group Inc), Loan and Security Agreement (World Airways Inc /De/)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are affiliate not both in the ordinary course of Borrower’s business, upon fair business and reasonable on terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Personentity.

Appears in 4 contracts

Samples: Loan and Security Agreement (GlassHouse Technologies Inc), Loan and Security Agreement (GlassHouse Technologies Inc), Loan and Security Agreement (ARYx Therapeutics, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of BorrowerAffiliate, except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable on terms that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated Person.

Appears in 4 contracts

Samples: Loan and Security Agreement (Object Design Inc), Loan and Security Agreement (Art Technology Group Inc), Loan Agreement (Advanced Energy Industries Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, a Borrower except for (i) transactions that are in the ordinary course of a Borrower’s business, upon fair and reasonable terms that are no less favorable to a Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson and (ii) transactions that are otherwise permitted pursuant to Section 7.

Appears in 4 contracts

Samples: Loan and Security Agreement (DPW Holdings, Inc.), Loan and Security Agreement (Digital Power Corp), Loan and Security Agreement (Digital Power Corp)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of any Borrower, except for transactions that are in the ordinary course of such Borrower’s business, upon fair and reasonable terms that are no less favorable to such Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 4 contracts

Samples: Loan and Security Agreement (Outbrain Inc.), Loan and Security Agreement (Comverge, Inc.), Loan and Security Agreement (Healthaxis Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson and (b) equity financings of Borrower that do not result in a Change in Control.

Appears in 4 contracts

Samples: Loan and Security Agreement (Social Capital Suvretta Holdings Corp. I), Loan and Security Agreement (Social Capital Suvretta Holdings Corp. I), Loan and Security Agreement (Phreesia, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable terms terms, that are fully disclosed to Agent, and that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated PersonAffiliate.

Appears in 4 contracts

Samples: Loan and Security Agreement (Hudson Respiratory Care Inc), Loan and Security Agreement (HPSC Inc), Loan and Security Agreement (Hudson Respiratory Care Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson or (b) transactions otherwise permitted pursuant to the terms of Section 7 hereof.

Appears in 4 contracts

Samples: Loan and Security Agreement (Sophiris Bio Inc.), Loan and Security Agreement (Sophiris Bio Inc.), Loan and Security Agreement (Sophiris Bio Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, (ii) transactions permitted pursuant to the terms of Section 7.3 hereof, and (iii) transactions that would otherwise be permitted pursuant to subsection (f) of the definition of “Permitted Investments”.

Appears in 4 contracts

Samples: Loan and Security Agreement (Channeladvisor Corp), Loan and Security Agreement (Channeladvisor Corp), Loan and Security Agreement (Channeladvisor Corp)

Transactions with Affiliates. Except for transactions between or among Borrowers, Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrowers except for transactions that are in the ordinary course of such Borrower’s business, upon fair and reasonable terms that are no less favorable to such Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 4 contracts

Samples: Loan and Security Agreement (IBEX LTD), Loan and Security Agreement (IBEX LTD), Loan and Security Agreement (IBEX Holdings LTD)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s arm’s-length transaction with a non-affiliated PersonPerson and except for transactions permitted under Section 7.9.

Appears in 4 contracts

Samples: Loan and Security Agreement (Kala Pharmaceuticals, Inc.), Loan and Security Agreement (Kala Pharmaceuticals, Inc.), Loan and Security Agreement (Kala Pharmaceuticals, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that (i) are in the ordinary course of Borrower’s business, (ii) are upon fair and reasonable terms that terms, and (iii) are no less favorable to Borrower or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-affiliated PersonAffiliate.

Appears in 4 contracts

Samples: Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.), And Security Agreement (Freshpet, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, and (ii) equity security or Subordinated Debt issuances to existing stockholders of the Company.

Appears in 4 contracts

Samples: Loan and Security Agreement (Rocket Fuel Inc.), Loan and Security Agreement (Rocket Fuel Inc.), Loan and Security Agreement (Rocket Fuel Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, (ii) equity financings or bridge financings consisting of Subordinated Debt and (iii) transactions between Borrower and any of its Subsidiaries not otherwise prohibited by this Agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (Aerohive Networks, Inc), Loan and Security Agreement (Aerohive Networks, Inc), Loan and Security Agreement (Aerohive Networks, Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower (other than a Subsidiary of Borrower, ) except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 3 contracts

Samples: Loan and Security Agreement (Qumu Corp), Loan and Security Agreement (GigOptix, Inc.), Loan and Security Agreement (GigOptix, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Co-Borrower, except for transactions that are in the ordinary course of Co-Borrower’s business, upon fair and reasonable terms that are no less favorable to Co-Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 3 contracts

Samples: Loan and Security Agreement (Twist Bioscience Corp), Loan and Security Agreement (Twist Bioscience Corp), Loan Agreement (TEKMIRA PHARMACEUTICALS Corp)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrowers except for transactions that are in the ordinary course of such Borrower’s business, upon fair and reasonable terms that are no less favorable to such Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 3 contracts

Samples: Loan and Security Agreement (Silvaco Group, Inc.), Loan and Security Agreement (Telkonet Inc), Loan and Security Agreement (True Drinks Holdings, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 3 contracts

Samples: Loan and Security Agreement (Natera, Inc.), Loan and Security Agreement (Natera, Inc.), Loan and Security Agreement (Natera, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that (i) are in the ordinary course of Borrower’s business, (ii) are upon fair and reasonable terms that terms, (iii) are fully disclosed to Agent, and (iv) are no less favorable to Borrower or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-affiliated PersonAffiliate.

Appears in 3 contracts

Samples: Loan and Security Agreement (Hercules Capital, Inc.), Loan and Security Agreement (Hercules Technology Growth Capital Inc), Loan and Security Agreement (Hercules Technology Growth Capital Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction (either individually or in the aggregate) with any Affiliate affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Personentity or individual.

Appears in 3 contracts

Samples: Loan and Security Agreement (Hylete, Inc.), Loan and Security Agreement (Energy Focus, Inc/De), Loan and Security Agreement (LIVE VENTURES Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (i) Borrower’s future equity financings, transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson and transactions permitted pursuant to the terms of Section 7.2 hereof.

Appears in 3 contracts

Samples: Loan and Security Agreement (Okta, Inc.), Loan and Security Agreement (Okta, Inc.), Loan and Security Agreement (Okta, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, and (b) equity investments by Borrower’s investors.

Appears in 3 contracts

Samples: Loan and Security Agreement (Hansen Medical Inc), Loan and Security Agreement (Hansen Medical Inc), Loan and Security Agreement (Hansen Medical Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, business and upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 3 contracts

Samples: Loan and Security Agreement (Five9, Inc.), Loan and Security Agreement (Five9, Inc.), Loan and Security Agreement (Five9, Inc.)

Transactions with Affiliates. Directly Except as disclosed in any filings under applicable securities laws, directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Borrower, except for transactions that are in the ordinary course of a Borrower’s business, upon fair and reasonable terms that are no less favorable to such Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 3 contracts

Samples: Loan and Security Agreement (Alphatec Holdings, Inc.), Loan and Security Agreement (Alphatec Holdings, Inc.), Loan and Security Agreement (Alphatec Holdings, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson except for Permitted Transfers.

Appears in 3 contracts

Samples: Loan and Security Agreement (Lyris, Inc.), Loan and Security Agreement (Jl Halsey Corp), Loan and Security Agreement (Lyris, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower (other than wholly-owned Subsidiaries) except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 3 contracts

Samples: Loan and Security Agreement (Dermira, Inc.), Loan and Security Agreement (Dermira, Inc.), Loan and Security Agreement (Dermira, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course Ordinary Course of Borrower’s businessBusiness, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, which permitted transactions shall include, without limitation, reasonable and customary fees to its directors and compensation arrangements and benefit plans for its officers and employees.

Appears in 3 contracts

Samples: Loan and Security Agreement (Somaxon Pharmaceuticals, Inc.), Loan and Security Agreement (Santarus Inc), Loan and Security Agreement (Santarus Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s businessbusiness (including entering into any investment advisory agreements or administration agreements with such Affiliates), upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 3 contracts

Samples: Loan and Security Agreement (Oaktree Strategic Income II, Inc.), Loan and Security Agreement (Oaktree Strategic Income II, Inc.), Loan and Security Agreement (Fifth Street Senior Floating Rate Corp.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate or Subsidiary of Borrower, except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, and (b) transactions permitted pursuant to the terms of Section 7.2 hereof.

Appears in 3 contracts

Samples: Loan and Security Agreement (Vitae Pharmaceuticals, Inc), Loan and Security Agreement (Vitae Pharmaceuticals, Inc), Loan and Security Agreement (Vitae Pharmaceuticals, Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, and (ii) the sale of Borrower’s equity securities in bona fide transactions with Borrower’s existing investors that do not result in a Change in Control.

Appears in 3 contracts

Samples: Loan and Security Agreement (Precision Biosciences Inc), Loan and Security Agreement (Ekso Bionics Holdings, Inc.), Loan and Security Agreement (Liquidia Technologies Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson and loans owing from Subsidiaries that are not a Borrower to Borrower or another Subsidiary that constitute Permitted Subsidiary Investments or Other Permitted Investments.

Appears in 3 contracts

Samples: Loan and Security Agreement (Mattersight Corp), Loan and Security Agreement (Mattersight Corp), Loan and Security Agreement (Mattersight Corp)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for this Agreement and transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 3 contracts

Samples: Subordinate Loan and Security Agreement (S&W Seed Co), Subordinate Loan and Security Agreement (S&W Seed Co), Subordinate Loan and Security Agreement (S&W Seed Co)

Transactions with Affiliates. Directly Borrower shall not directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 3 contracts

Samples: Loan and Security Agreement (Salix Pharmaceuticals LTD), Loan and Security Agreement (Unilens Vision Inc), Loan and Security Agreement (Cea Acquisition Corp)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson and except for transactions permitted under Sections 7.2, 7.3, 7.4, 7.7 or 7.9.

Appears in 3 contracts

Samples: Loan and Security Agreement (Kaleido Biosciences, Inc.), Loan and Security Agreement (Rubius Therapeutics, Inc.), Loan and Security Agreement (Rubius Therapeutics, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated Person." and inserting in lieu thereof the following:

Appears in 2 contracts

Samples: Loan Modification Agreement (A123 Systems, Inc.), Loan Modification Agreement (A123 Systems, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Borrower, except for transactions that are in the ordinary course of a Borrower’s business, upon fair and reasonable terms that are no less favorable to a Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Credit Agreement (Trupanion Inc.), Credit Agreement (Trupanion Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person; and (b) transactions permitted pursuant to the terms of Section 7.2 hereof.

Appears in 2 contracts

Samples: Loan and Security Agreement (XRS Corp), Loan and Security Agreement (Xata Corp /Mn/)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person; except that Borrower may engage in a Permitted Stock Repurchase.

Appears in 2 contracts

Samples: Loan and Security Agreement (Intellon Corp), Loan and Security Agreement (Intellon Corp)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for (a) transactions that are in approved by the ordinary course Audit Committee or a committee of independent directors of Borrower’s business, upon fair Board of Directors; or (b) transactions among Borrower and reasonable terms that are its Subsidiaries and among Borrower’s Subsidiaries so long as no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonEvent of Default exists or could result therefrom.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ista Pharmaceuticals Inc), Loan and Security Agreement (Ista Pharmaceuticals Inc)

AutoNDA by SimpleDocs

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, such Borrower except for transactions that are in the ordinary course of such Borrower’s business, upon fair and reasonable terms that are no less favorable to such Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (Interpace Biosciences, Inc.), Loan and Security Agreement (Everyday Health, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (Root, Inc.), Loan and Security Agreement (Root Stockholdings, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, or transactions pursuant to the Purchase Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Conexant Systems Inc), Loan and Security Agreement (Conexant Systems Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of BorrowerBorrower unless such transaction, except for transactions that are in the ordinary course of Borrower’s businesstaken as a whole, upon fair and reasonable terms that are no less is substantially as favorable to Borrower than as would be obtained obtainable by Borrower in an a comparable arm’s length transaction with a non-affiliated Person.Person other than an Affiliate, except for:

Appears in 2 contracts

Samples: Credit Agreement (Alaska Air Group Inc), Credit Agreement (Alaska Air Group Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, any Borrower except for transactions that (a) are in the ordinary course of Borrower’s business, upon fair and reasonable terms that terms, and (b) are no less favorable to Borrower Borrowers or their respective Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-affiliated PersonAffiliate.

Appears in 2 contracts

Samples: Credit Agreement (Silicon Graphics Inc), Credit Agreement (Emrise CORP)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of BorrowerAffiliate, except for (i) transactions that are in the ordinary course of a Borrower’s business, upon fair and reasonable on terms that are no less favorable to any Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, and (ii) transactions under agreements existing as of the date hereof with investors or members of any Borrower’s senior management that such Borrower is legally obligated to perform.

Appears in 2 contracts

Samples: Loan and Security Agreement (Blackboard Inc), Loan and Security Agreement (Blackboard Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of BorrowerAffiliate, except for (i) transactions that are in the ordinary course of Borrower’s, such Guarantor’s or such Subsidiary’s business, upon fair and reasonable terms that are no less favorable to Borrower Borrower, such Guarantor or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person, (ii) transactions between or Borrower and any Guarantor or Subsidiary, or (iii) transactions set forth on Schedule 9.14.

Appears in 2 contracts

Samples: Credit Agreement (HII Technologies, Inc.), Account Purchase Agreement (HII Technologies, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson and (b) Subordinated Debt permitted under Section 7.9.

Appears in 2 contracts

Samples: Loan and Security Agreement (Tracon Pharmaceuticals, Inc.), Loan and Security Agreement (Tracon Pharmaceuticals Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower such Loan Party than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (Cue Health Inc.), Loan and Security Agreement (Cue Health Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for (a) the Permitted Corporate Restructuring, (b) the Permitted Intercompany Transactions and (c) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (Wind Power Holdings Inc), Loan and Security Agreement (Wind Power Holdings Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, (b) transactions between either Borrower, and (c) Subordinated Debt or equity investments by Borrower’s investors in Borrower or its Subsidiaries.

Appears in 2 contracts

Samples: Loan and Security Agreement (Relypsa Inc), Loan and Security Agreement (Relypsa Inc)

Transactions with Affiliates. Except for Permitted Intercompany Advances, Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, any Borrower except for transactions that are in the ordinary course of the applicable Borrower’s 's business, upon fair and reasonable terms terms, that are no less favorable to the applicable Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated PersonAffiliate, and for any transaction the book value of which is $100,000 or greater, that are fully disclosed to Agent.

Appears in 2 contracts

Samples: And Consolidated Loan and Security Agreement (Big Dog Holdings Inc), Loan and Security Agreement (Big Dog Holdings Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Borrower, except for transactions that are in the ordinary course of a Borrower’s business, upon fair and reasonable terms that are no less favorable to such Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (Intellicheck Mobilisa, Inc.), Loan and Security Agreement (Derycz Scientific Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, and (ii) bona-fide equity financings to existing investors provided there is no Change in Control.

Appears in 2 contracts

Samples: Loan and Security Agreement (SendGrid, Inc.), Loan and Security Agreement (SendGrid, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson and transactions permitted pursuant to the terms of Section 7.2 hereof and in connection with equity investments and Subordinated Debt.

Appears in 2 contracts

Samples: Loan and Security Agreement (Evoke Pharma Inc), Loan and Security Agreement (Evoke Pharma Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except (i) pursuant to currently existing agreements, (ii) for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, and (iii) in connection with equity investments in Borrower and Subordinated Debt.

Appears in 2 contracts

Samples: Loan and Security Agreement (Airgain Inc), Loan and Security Agreement (Airgain Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that (i) are in the ordinary course of Borrower’s business, (ii) are upon fair and reasonable terms that terms, and (iii) are no less favorable to Borrower or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-affiliated PersonAffiliate; provided, that none of the foregoing shall be deemed to permit a Division/Series Transaction.

Appears in 2 contracts

Samples: Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrowers except for Permitted Investments in Subsidiaries (under clause (d) of the definition of Permitted Investments) and transactions that are in the ordinary course of Borrower’s Borrowers’ business, upon fair and reasonable terms that are no less favorable to Borrower Borrowers than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (Identiv, Inc.), Loan and Security Agreement (Identiv, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Hyperfeed Technologies Inc, Hyperfeed Technologies Inc

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for dividends and distributions permitted hereunder, investments permitted hereunder, arrangements whereby a consolidated subsidiary serving as the general partner or manager of a client engages Borrower as an investment adviser, transactions pursuant to agreements in effect on the date hereof and transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated nonaffiliated Person.

Appears in 2 contracts

Samples: Term Loan and Security Agreement (Hamilton Lane INC), Revolving Loan and Security Agreement (Hamilton Lane INC)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (a) sales of equity securities to existing investors and (b) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (eASIC Corp), Loan and Security Agreement (eASIC Corp)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, and (b) sale of equity securities to current investors of Borrower so long as any such Indebtedness, if any, is Subordinated Debt.

Appears in 2 contracts

Samples: Loan and Security Agreement (Carbylan Therapeutics, Inc.), Loan and Security Agreement (Carbylan Therapeutics, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Borrower, except for transactions that are in the ordinary course of Borrower’s Borrowers’ business, upon fair and reasonable terms that are no less favorable to Borrower Borrowers than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (Sciclone Pharmaceuticals Inc), Loan and Security Agreement (Sciclone Pharmaceuticals Inc)

Transactions with Affiliates. Directly Borrowers shall not directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less more favorable to Borrower such Affiliate than would be obtained in an arm’s arm’s-length transaction with a non-affiliated Personan unrelated third party.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Cardium Therapeutics, Inc.), Loan and Security Agreement (Cardium Therapeutics, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are and no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Affiliated Person, other than bona fide sales of Borrower’s equity securities.

Appears in 2 contracts

Samples: Loan and Security Agreement (Zhone Technologies Inc), Loan and Security Agreement (Zhone Technologies Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borroweran Obligor, except for transactions that are in the ordinary course of Borroweran Obligor’s business, upon fair and reasonable terms that are no less favorable favourable to the Borrower than would be obtained in an arm’s length transaction with a non-affiliated Personperson who is not an Affiliate of an Obligor.

Appears in 2 contracts

Samples: Agreement (Rockley Photonics Holdings LTD), Agreement (Rockley Photonics Holdings LTD)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s businessbusiness or consistent with past practice, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (Axonics, Inc.), Loan and Security Agreement (Axonics Modulation Technologies, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are (when viewed in the context of any series of transactions of which it may be a part, if applicable); or (b) transactions among Borrower and its Subsidiaries and among Borrower’s Subsidiaries so long as no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonEvent of Default exists or could result therefrom.

Appears in 2 contracts

Samples: Loan and Security Agreement (Sunrise Telecom Inc), Loan and Security Agreement (PortalPlayer, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course Ordinary Course of Borrower’s businessBusiness, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson and transactions between or among Borrower and one or more of its Subsidiaries that are not otherwise prohibited hereunder.

Appears in 2 contracts

Samples: Loan and Security Agreement (TRIA Beauty, Inc.), Loan and Security Agreement (TRIA Beauty, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or ---------------------------- permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s 's business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s 's length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (Iprint Technologies Inc), Loan Agreement (Logicvision Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson other than transactions with Subsidiaries that are not prohibited by this Section 7 and bona fide equity financings.

Appears in 2 contracts

Samples: Loan and Security Agreement (Forescout Technologies, Inc), Loan and Security Agreement (Forescout Technologies, Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonPerson and except for transactions between or among the Credit Parties.

Appears in 2 contracts

Samples: Loan and Security Agreement (ECPM Holdings, LLC), Loan and Security Agreement (ECPM Holdings, LLC)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that (a)(i) are in the ordinary course of Borrower’s business, (ii) are upon fair and reasonable terms that terms, (iii) are fully disclosed to Agent, and (iv) are no less favorable to Borrower or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-affiliated PersonAffiliate or (b) are otherwise permitted under this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Horizon Technology Finance Corp), Loan and Security Agreement (Horizon Technology Finance Corp)

Transactions with Affiliates. Directly Except as otherwise expressly permitted hereunder, directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (Pac-West Telecomm Inc), Loan and Security Agreement (Pac-West Telecomm Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of BorrowerBorrower (other than transactions between Borrowers), except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan Modification Agreement (Eloqua, Inc.), Loan and Security Agreement (Eloqua, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for transactions that are in the TERM LOAN AND SECURITY AGREEMENT - 11 Boise-215543.4 0099999- 00006 ordinary course of Borrower’s 's business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Term Loan  and Security Agreement (Environmental Energy Services Inc), Term Loan  and Security Agreement (Blaze Energy Corp.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, business upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

Appears in 2 contracts

Samples: Loan and Security Agreement (Peregrine Pharmaceuticals Inc), Loan and Security Agreement (Peregrine Pharmaceuticals Inc)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for for: (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person; (b) the sale of Borrower’s equity securities to its existing venture capital investors (provided, for the sake of clarity, that no Change in Control occurs); and (c) Subordinated Debt.

Appears in 2 contracts

Samples: Loan and Security Agreement (Aratana Therapeutics, Inc.), Loan and Security Agreement (Aratana Therapeutics, Inc.)

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, Borrower except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are (when viewed in the context of any series of transactions of which it may be a part, if applicable); or (b) transactions among Borrower and its Subsidiaries and among Borrower’s Subsidiaries so long as no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated PersonEvent of Default could result therefrom.

Appears in 2 contracts

Samples: Loan and Security Agreement (Sonic Innovations Inc), Loan and Security Agreement (Otix Global, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.