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.)
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 147 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, 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 32 contracts
Samples: Loan and Security Agreement (Insilicon Corp), Loan and Security Agreement (Crossroads Systems Inc), Loan and Security Agreement (Harmonic Lightwaves 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 and Security Agreement (California Micro Devices Corp), Loan and Security Agreement (Synaptics Inc), Loan and Security Agreement (DemandTec, 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.
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 (Curon Medical Inc), Loan and Security Agreement (Evolving Systems Inc), Loan and Security Agreement (Somnus Medical 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 on 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 10 contracts
Samples: Loan and Security Agreement (Quicklogic Corporation), Loan and Security Agreement (Lexar Media Inc), Loan and Security Agreement (Lexar Media 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 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 10 contracts
Samples: Loan and Security Agreement (Genzyme Transgenics Corp), Loan Agreement (Moldflow Corp), Loan Modification Agreement (Phase Forward 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 (Rae Systems 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 8 contracts
Samples: Loan and Security Agreement (Verisity LTD), Loan and Security Agreement (Open Market Inc), Loan and Security Agreement (Audible 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 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, 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 5 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 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 (Crossworlds Software Inc), Loan and Security Agreement (Crossworlds Software Inc), Loan and Security Agreement (Crossworlds Software 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 and Security Agreement (Logicvision 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, 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 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 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, 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 Agreement (Rocket Fuel Inc.), Loan Agreement (Rocket Fuel Inc.), Loan Agreement (Rocket Fuel 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.), 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, 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 (HPSC Inc), Loan and Security Agreement (Hudson Respiratory Care Inc), Loan and Security Agreement (HPSC Inc)
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 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 Agreement (Lantronix Inc), Loan Agreement (Aml Communications Inc), Loan and Security Agreement (Exodus Communications 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 Agreement (Digital Power 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 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 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, 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 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 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, 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 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, 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 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 Except as otherwise provided herein, enter into or permit to exist consummate any material transaction with any Affiliate of Borrower, except for transactions that are the Borrower unless such transaction is:
(a) entered into in the ordinary course of business of the Borrower and pursuant to the reasonable requirements of the Borrower’s business, ; and
(b) is upon fair and reasonable terms that are no more or less favorable to the Borrower than would be obtained in the case if such transaction were an arm’s arm’s-length transaction effected with a non-affiliated PersonPerson other than an Affiliate.
Appears in 3 contracts
Samples: Loan Agreement (K-Sea Transportation Partners Lp), Loan Agreement (K-Sea Transportation Partners Lp), Loan Agreement (K-Sea Transportation Partners Lp)
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 3 contracts
Samples: Revolving Loan and Security Agreement (Hamilton Lane INC), Multi Draw 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, 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, 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, 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 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 (Cea Acquisition Corp), Loan and Security Agreement (Unilens Vision 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 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 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 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, 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, 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 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 (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 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, 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, 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, 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: Term Loan and Security Agreement (A123 Systems, Inc.), Term Loan and Security Agreement (A123 Systems, 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 (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. 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: 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 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 (a) 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) consisting of equity financings to the extent permitted by Section 7.2.
Appears in 2 contracts
Samples: Loan and Security Agreement (Brightcove Inc), Loan and Security Agreement (Brightcove 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; 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, 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, it being understood that Borrower’s institutional venture capital stockholders and Affiliates may provide equity and/or unsecured convertible debt or equity financing to Borrower subject to the terms hereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (Tremor Video Inc.), Loan and Security Agreement (Tremor Video 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, and (ii) transactions that are permitted under Section 7.2(c)(ii) hereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (Advanced BioHealing Inc), Loan and Security Agreement (Advanced BioHealing 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 other than equity financings with existing investors of Borrower which does not result in a Change in Control and the terms of such equity financing do not conflict or violate the terms of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (On24 Inc.), Loan and Security Agreement (Augmedix, 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 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 (Blaze Energy Corp.), Term Loan and Security Agreement (Environmental Energy Services 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 or any Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person.
Appears in 2 contracts
Samples: Loan and Security Agreement (Radisys Corp), Loan and Security Agreement (3PAR Inc.)
Transactions with Affiliates. Directly Borrower shall directly or indirectly enter into or permit to exist any material transaction with between Borrower and 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
Appears in 2 contracts
Samples: Loan and Security Agreement (Array Biopharma Inc), Loan and Security Agreement (Array Biopharma 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 PersonPermitted Affiliate Transactions.
Appears in 2 contracts
Samples: Loan and Security Agreement (Iridex Corp), Business Loan and Security Agreement (Iridex 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 (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 (Cray Inc), Loan and Security Agreement (LOCAL.COM)
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 transactions between one Borrower and another Borrower or with any Subsidiary of a Borrower that is a party to the Loan Documents, or 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 or Section 7.3 hereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (Telecommunication Systems Inc /Fa/), Loan and Security Agreement (Telecommunication Systems Inc /Fa/)
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, 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 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 and Security 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, 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 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 (Borland Software Corp), Loan and Security Agreement (Starbase Corp)
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: Loan and Security Agreement (Cardium Therapeutics, Inc.), Note and Warrant Purchase Agreement (Cardium 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 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)
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 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. 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 's business, upon fair and reasonable terms that (when viewed in the context of any series of transactions of which it may be a part, if applicable), and (b) transactions among Borrower and its Subsidiaries and among Borrower's Subsidiaries so long as such transactions are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Personnot otherwise prohibited by this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ikanos Communications), Loan and Security Agreement (Ikanos Communications)
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 or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are (i) 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 (ii) set forth on the Perfection Certificate delivered as of the Effective Date.
Appears in 2 contracts
Samples: Loan and Security Agreement (Sunlight Financial Holdings Inc.), Loan and Security Agreement (Sunlight Financial 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 '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 Agreement (Logicvision Inc), Loan and Security Agreement (Iprint 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 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 2 contracts
Samples: Loan and Security Agreement (Onsale Inc), Loan and Security Agreement (Thermatrix Inc)
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 's business, upon fair and reasonable terms that are no less favorable to such 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 (Convio, Inc.), Loan and Security Agreement (Convio, 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, or except for any compensation arrangements with any Affiliate, including any compensation paid to the directors of Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (Usa Technologies Inc), Loan and Security Agreement (Usa Technologies Inc)
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 Personperson.
Appears in 2 contracts
Samples: Loan and Security Agreement (Computer Software Innovations Inc), Loan and Security Agreement (Computer Software Innovations 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 businessbusiness and (b) bona-fide equity financings with existing investors that do not result in a Change in Control, in each case 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 Person.
Appears in 2 contracts
Samples: Loan and Security Agreement (Liquidia Technologies 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 pursuant to the Merger 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 2 contracts
Samples: Subordination Agreement (RMG Networks Holding Corp), Subordination Agreement (RMG Networks Holding 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 (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 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 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 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 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: Term Facility Agreement (Rockley Photonics Holdings LTD), Support Letter (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 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)