IO Extension Conditions means [***].
IO Extension Conditions means the satisfaction of each of the following conditions, in each case as determined by Agent, in its reasonable discretion: (i) Borrower provides Agent evidence that Borrower has, for the fiscal year ending December 31, 2020, achieved minimum revenue of not less than Two Hundred Million Dollars ($200,000,000.00), determined in accordance with GAAP and supported by financial statements delivered to Agent; and (ii) as of the date of the IO Extension Request and as of the Initial Amortization Start Date, no Default or Event of Default has occurred and is continuing.
IO Extension Conditions means the satisfaction of each of the following conditions: (i) the Agent has received evidence satisfactory to it that the Borrower Representative has consummated a Qualified IPO, and (ii) as of the date of the IO Extension Request and the Initial Amortization Start Date (without giving effect to any extension thereof), no Default or Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in the foregoing, the entire remaining outstanding principal balance under the Term Loans shall mature and be due and payable upon the Termination Date. Schedule 3.1 – Existence, Organizational ID Numbers, Foreign Qualification, Prior Names Schedule 3.4 – Capitalization Schedule 3.6 – Litigation Schedule 3.17 – Material Contracts Schedule 3.18 – Environmental Compliance Schedule 3.19 – Intellectual Property Patents US Patents - Aziyo Med, LLC Schedule 4.9 – Litigation, Governmental Proceedings and Other Notice Events Schedule 5.1 – Debt; Contingent Obligations Schedule 5.2 – Liens Schedule 5.7 – Permitted Investments Schedule 5.8 – Affiliate Transactions Schedule 5.14 – Deposit Accounts and Securities Accounts Schedule 6.1– Minimum Net Product Revenue Defined Period Ending Minimum Net Product Revenue Amount June 30, 2019 $25,300,000 July 31, 2019 $25,400,000 August 31, 2019 $25,500,000 September 30, 2019 $26,100,000 October 31, 2019 $26,200,000 November 30, 2019 $26,400,000 December 31, 2019 $28,500,000 January 31, 2020 $28,800,000 February 29, 2020 $29,000,000 March 31, 2020 $29,200,000 April 30, 2020 $29,500,000 May 31, 2020 $30,200,000 June 30, 2020 $30,700,000 July 31, 2020 $31,200,000 August 31, 2020 $31,900,000 September 30, 2020 $32,500,000 October 31, 2020 $33,800,000 November 30, 2020 $34,500,000 December 31, 2020 $35,000,000 January 31, 2021 $35,500,000 February 28, 2021 $35,700,000 March 31, 2021 $36,000,000 April 30, 2021 $36,500,000 May 31, 2021 $37,100,000 June 30, 2021 $37,600,000 July 31, 2021 $37,900,000 August 31, 2021 $38,200,000 September 30, 2021 $38,500,000 October 31, 2021 $38,600,000 November 30, 2021 $38,800,000 December 31, 2021 $40,000,000 January 31, 2022 $40,400,000 February 28, 2022 $40,800,000 March 31, 2022 $41,200,000 April 30, 2022 $41,600,000 May 31, 2022 $42,000,000 June 30, 2022 $42,400,000 July 31, 2022 $42,800,000 August 31, 2022 $43,200,000 September 30, 2022 $43,600,000 October 31, 2022 $44,000,000 November 30, 2022 $44,400,000 December 31, 2022 $44,800,000 January 31, 2023 $45,000,000 F...
More Definitions of IO Extension Conditions
IO Extension Conditions means the satisfaction of each of the following conditions: (i) the Agent has received evidence reasonably satisfactory to it that the aggregate consolidated Net Revenue of Borrowers attributable solely to the commercial sale of TX-001HR and TX-004HR by December 31, 2019 is equal to or greater than $95,000,000, and (ii) as of the date of the IO Extension Request and the Initial Amortization Start Date (without giving effect to any extension thereof), no Default or Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in the foregoing, the entire remaining outstanding principal balance under the Term Loans shall mature and be due and payable upon the Termination Date. Schedule 3.1 – Existence, Organizational ID Numbers, Foreign Qualification, Prior Names Borrower Prior Names Type of Entity / State of Formation States Qualified Federal Tax ID Number Location of Borrower (address) TherapeuticsMD, Inc. None Nevada All other states 80-0000000 6000 Xxxxxx Xxxxx Xxxxxxx XX, Xxxxx 000, Xxxx Xxxxx, XX 00000 VitaMedMD LLC None Delaware FL 20-0000000 6000 Xxxxxx Xxxxx Xxxxxxx XX, Xxxxx 000, Xxxx Xxxxx, XX 00000 BocaGreenMD, Inc. None Nevada FL 40-0000000 6000 Xxxxxx Xxxxx Xxxxxxx XX, Xxxxx 000, Xxxx Xxxxx, XX 00000 VitaCare Prescription Services, Inc. None Florida 40-0000000 6000 Xxxxxx Xxxxx Xxxxxxx XX, Xxxxx 000, Xxxx Xxxxx, XX 00000 Schedule 3.4 – Capitalization Issuer Class of capital Stock Issued or Membership Interest Holder Capital Stock/Membership Interest Ownership VitaMedMD LLC Membership Interest TherapeuticsMD, Inc. 100% BocaGreenMD, Inc. Common Stock TherapeuticsMD, Inc. 100% VitaCare Prescription Services, Inc. Common Stock TherapeuticsMD, Inc. 100% Schedule 3.6 – Litigation None CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Schedule 3.17 – Material Contracts None Schedule 3.18 – Environmental Compliance None CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Schedule 3.19 – Intellectual Property PATENTS Issued/Allow...
IO Extension Conditions means(i) Agent has received delivery of a Compliance Certificate (as delivered in accordance with Section 4.1) with respect to the Defined Period ending on December 31, 2020 and such other evidence reasonably requested by Agent, demonstrating to Agent’s reasonable satisfaction that RUO Revenue for the twelve (12) month period immediately preceding and ending on December 31, 2020 is greater than or equal to $17,500,000 and (ii) no Event of Default has occurred and is continuing immediately prior to or immediately after giving effect to such extension. MidCap / HTG / Amendment No. 2 (Term Loan) EXHIBIT B
IO Extension Conditions means the satisfaction of each of the following conditions, in each case as determined by Bank, in its reasonable discretion: (i) Borrower provides Bank evidence that Borrower has, for the fiscal year ending December 31, 2016, achieved minimum revenue of not less than $151,596,000.00, determined in accordance with GAAP and supported by financial statements delivered to Bank; and (ii) as of the date of the IO Extension Request and as of the Initial Amortization Start Date, no Default or Event of Default has occurred and is continuing.
IO Extension Conditions means satisfaction of each of the following conditions: (a) Borrower Representative has provided written notice to Agent at least five (5) Business Days prior to the Initial Amortization Start Date that it is electing to extend the amortization start date and certifying that the conditions set forth below in clauses (b) and (c) have been satisfied, (b) Borrower has delivered a Compliance Certificate to Agent pursuant to Section 4.1 demonstrating that Borrower is in compliance with the financial covenant set forth in Section 6.1 as of the most recently ended Defined Period, and (c) no Default or Event of Default has occurred and is continuing on the Initial Amortization Start Date. EXHIBIT B AMENDED ANNEXES, SCHEDULES AND EXHIBITS TO CREDIT AGREEMENT See attached. Annex A to Credit Agreement (Commitment Annex) Lender Term Loan Tranche 1 Commitment Amount Term Loan Tranche 1 Commitment Percentage Term Loan Tranche 2 Commitment Amount Term Loan Tranche 2 Commitment Percentage Term Loan Tranche 3 Commitment Amount Term Loan Tranche 3 Commitment Percentage Term Loan Tranche 4 Commitment Amount Term Loan Tranche 4 Commitment Percentage Term Loan Tranche 5 Commitment Amount Term Loan Tranche 5 Commitment Percentage MidCap Financial Trust $0 0.0% $0 0.0% $0 0.0% $2,875,000 25.6% $7,875,000 70.0% MidCap Funding XIII Trust $0 0.0% $7,000,000 70.0% $7,000,000 70.0% $0 0.0% $0 0.0% ELM 2020-3 Trust $12,750,000 39.2% $0 0.0% $0 0.0% $0 0.0% $0 0.0% ELM 2020-4 Trust $10,000,000 30.8% $0 0.0% $0 0.0% $0 0.0% $0 0.0% Apollo Alster Lending Fund (LUX) SCSp $0 0.0% $0 0.0% $0 0.0% $5,000,000 44.4% $0 0.0% MidCap Financial Investment Corporation $9,750,000 30.0% $3,000,000 30.0% $3,000,000 30.0% $3,375,000 30.0% $3,375,000 30.0% TOTALS $32,500,000.00 100% $10,000,000.00 100% $10,000,000.00 100% $11,250,000.00 100% $11,250,000.00 100% Schedule 2.1 - Amortization Term Loan Tranche 1 Commencing on December 1, 2025 (the “Initial Amortization Start Date”) and continuing on the first day of each calendar month thereafter, Borrower shall pay to Agent as a principal payment on the Term Loan Tranche 1 an amount equal to the total principal amount of the Term Loan Tranche 1 made to Borrower divided by twenty-four (24), for a twenty-four (24) month straight-line amortiza...
IO Extension Conditions means satisfaction of each of the following conditions: (a) Borrower Representative has provided written notice to Agent at least five (5) Business Days prior to the Initial Amortization Start Date that it is electing to extend the amortization start date and certifying that the conditions set forth below in clauses (b) and (c) have been satisfied, (b) Borrower has delivered a Compliance Certificate to Agent pursuant to Section 4.1 demonstrating that Borrower is in compliance with the financial covenant set forth in Section 6.1 as of the most recently ended Defined Period, and (c) no Default or Event of Default has occurred and is continuing on the Initial Amortization Start Date.
IO Extension Conditions means satisfaction of each of the following conditions: (a) Borrower has provided written notice to Agent at least [***] Business Days prior to the Initial Amortization Start Date that it is electing to extend the amortization start date and certifying that the condition set forth below in clause (b) has been satisfied, (b) Borrower has delivered a Compliance Certificate delivered to Agent pursuant to Section 4.1 demonstrating to Agent’s satisfaction that Borrower’s Net Revenue for the Defined Period ending on the last day of the month for which such Compliance Certificate is delivered is equal to or greater than [***], and (c) no Default or Event of Default has occurred and is continuing on the Initial Amortization Start Date. [***] = Certain Confidential Information Omitted \DC - 036639/000093 - 13934788 v5 202344533 v5 Schedule 6.1 – Minimum Net Revenue Defined Period Ending Minimum Net Revenue Amount [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] = Certain Confidential Information Omitted \DC - 036639/000093 - 13934788 v5 202344533 v5 Schedule 7.4 – Post-Closing Requirements Credit Parties shall satisfy and complete each of the following obligations, or provide Agent each of the items listed below, as applicable, on or before the date indicated below, all to the satisfaction of Agent in its sole and absolute discretion:
IO Extension Conditions means satisfaction of each of the following conditions: (a) Borrower Representative has provided written notice to Agent and Term Loan Servicer at least five (5) Business Days prior to the Initial Amortization Start Date that it is electing to extend the amortization start date and certifying that the condition set forth below in clauses (b) and (c) have been satisfied, (b) Credit Parties have delivered the Compliance Certificate to Agent pursuant to Section 4.1 for the Defined Period ending December 31, 2024 demonstrating to Agent’s satisfaction that the Borrowers are in compliance with Section 6.1 and Section 6.2, and (c) no Default or Event of Default has occurred and is continuing on the Initial Amortization Start Date. Schedule 6.1– Minimum Advanced Energy Net Revenue Defined Period Ending Minimum Advanced Energy Net Revenue Amount March 31, 2023 $34,000,000 June 30, 2023 $39,000,000 September 30, 2023 $44,000,000 December 31, 2023 $49,000,000 March 31, 2024 $52,000,000 June 30, 2024 $55,000,000 September 30, 2024 $57,000,000 December 31, 2024 $60,000,000 March 31, 2025 $64,000,000 June 30, 2025 $66,000,000 September 30, 2025 $68,000,000 December 31, 2025 $70,000,000 Schedule 7.4 – Post-Closing Requirements Credit Parties shall satisfy and complete each of the following obligations, or provide Agent each of the items listed below, as applicable, on or before the date indicated below, all to the satisfaction of Agent in its sole and absolute discretion: