Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement:
(a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto;
(b) The Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.
(c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC;
(d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject;
(e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations;
(f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and
(g) the conditions set forth in Section 7.2 shall have been satisfied.
(h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction;
(i) The Company's transfer agent shall be DWAC eligible.
Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement:
(i) the execution and delivery by the Company, and the Investor, of this Agreement, and the Exhibits hereto;
(ii) the Company shall have become a fully reporting company with the United States Securities and Exchange Commission;
(iii) the Company shall have obtained the Common Stock's authorization for quotation on the National Association of Securities Dealers Over the Counter Bulletin Board.
Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement:
(a) the execution and delivery by the Company, and the Investor, of this Agreement, and the Exhibits hereto;
(b) the Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.
Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement:
(i) the execution and delivery by the Company, and the Investor, of this Agreement, and the Exhibits hereto;
(ii) Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.2(c) hereof;
(iii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC;
(iv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions there from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject;
(v) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations;
(vi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and
(vii) the conditions set forth in Section 7.2 shall have been satisfied.
(viii) Roger May shall have been removed as the Company's President, Chiex Xxxxxxxve Officer and Chairman of the Board;
(ix) unless waived by the Investor, Roger May shall have complied with Section 2.6 herein;
(x) The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from the Company's accountants as to the accountant's ability to provide all consents required in order to file a registration statement in connection with this transaction;
(xi) Wayne Danson shall remain Chief Financial Officer of the Company ax xxx xxxxx during the Commitment Period.
(xii) The Company's transfer agent shall be DWAC eligible.
(xiii) If Randall Prouty, Wilbank Roche, Wayne Danson, Michael Finch and Xxxxxxxx Xxxxxxan xx xxx xxxxxxxute x xxxxxxxx of xxx Xxxxx xx Direxxxxx xx xxx Xxxxany.
Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company within five (5) Trading Days after the completion of each of the following conditions and the other conditions set forth in this Agreement:
(I) the execution and delivery by the Company, and the Investor, or this Agreement, and all Exhibits and Attachments hereto;
(ii) delivery into escrow by the Company of the original Debenture;
(iii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC;
(iv) the Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; and
(v) payment of fees as set forth in Section 13.4 below.
Agreement to Advance Funds. This Note is being issued pursuant to the terms of the Agreement to Advance Funds entered into by and between the Company and the Holder and dated January 22, 2010 (the "Agreement").
Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the satisfaction of each of the following conditions and the other conditions set forth in this Agreement:
(a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto;
(b) the representations and warranties made by the Company in this Agreement shall be true and correct in all material respects;
(c) there shall not have occurred and be continuing any default by the Company in the performance of any of its obligations under this Agreement or any breach by the Company of any of its covenants under this Agreement;
(d) there shall not have occurred any Chapter 11 or other bankruptcy or insolvency filing by or against the Company;
(e) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Restricted Stock, or shall have the availability of exemptions therefrom and the sale and issuance of the Restricted Stock shall be legally permitted by all laws and regulations to which the Company is subject;
(f) the Company shall have filed with the Commission all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; and
(g) the conditions set forth in Section 7.2 shall have been satisfied; provided, however, that the Investor shall not have any obligation to make the Advance requested in the Advance Notice if there shall have occurred any Market Price Event.
Agreement to Advance Funds. The Lender hereby agrees that it will advance up to a total of $500,000 (the "Loan") to the Borrower. Each advance under the Loan shall be secured by a Promissory Note in the Form annexed hereto as Schedule "A", signed by BSI2000, Inc.
Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company within five (5) Trading Days after the completion of each of the following conditions and the other conditions set forth in this Agreement:
(i) the execution and delivery by the Company, and the Investor, of this Agreement, and all Exhibits and Attachments hereto;
(ii) delivery to Xxxxxx Xxxxxxxx LLP by the Company of the original Debenture;
(iii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC;
(iv) the Company shall have obtained all permits and qualifications required by any applicable state as reasonably requested by the Investor for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; and
(v) payment of fees as set forth in Section 13.4. below.
Agreement to Advance Funds. If requested by the Company, immediately prior to the Effective Time, Acquiror will advance to the Company up to $30 million (the "Advance"). The Advance will bear interest at the rate per annum charged to Acquiror under its senior credit facility. Principal and interest will be due and payable three months after the Advance is made and the Advance will be evidenced by a promissory note that is mutually acceptable to Acquiror and the Company.
