Additional Deliveries. At or prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser shall execute where appropriate and deliver to the Company: (i) a certified or bank cashier's check in the amount of the aggregate Purchase Price for the Cash Shares; (ii) to the extent any of the Shares subscribed for pursuant to this Agreement are Four Year Loan Shares: (A) two executed counterparts of the Loan Agreement; (B) a duly executed Four Year Note in an original principal amount equal to the aggregate Purchase Price for all such Four Year Loan Shares to be funded by the proceeds of the Four Year Note and subscribed for by Purchaser pursuant to this Agreement; (C) two executed counterparts of that certain pledge agreement (the "Pledge Agreement") between Purchaser and the Company effecting a pledge of all of the shares of Common Stock of the Company owned or thereafter acquired by Purchaser, substantially in the form attached to the Memorandum as Exhibit E; and (D) a stock power with respect to the Shares (the "Stock Power") duly executed in blank; (iii) two executed counterparts of that certain stock option agreement (the "Option Agreement") between Purchaser and the Company, substantially in the form attached to the Memorandum as Exhibit F; (iv) a fully completed and executed IRS Form W-9; (v) two executed counterparts of this Agreement (including a fully completed Schedule A, notary page and Spousal Consent (if applicable)); and (vi) two executed counterparts of the letter agreement relating to the Stockholders I Agreement, attached to the Memorandum as Exhibit H.
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Additional Deliveries. At or prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser shall execute where appropriate and deliver to the Company:
(i) a certified or bank cashier's check in the amount of the aggregate Purchase Price for the Cash Shares;
(ii) to the extent any of the Shares subscribed for pursuant to this Agreement are Four Year Loan Shares:
(A) two a duly executed counterparts of the Loan Agreement;
(B) a duly executed Four Year Note in an original principal amount equal to the aggregate Purchase Price for all such Four Year Loan Shares to be funded by the proceeds of the Four Year Note and subscribed for by Purchaser pursuant to this Agreement;
(C) two executed counterparts of that certain pledge agreement (the "Pledge Agreement") between the Purchaser and the Company effecting a pledge of all of the shares of Common Stock of the Company owned or thereafter acquired by the Purchaser, substantially in the form attached to the Memorandum as Exhibit E; and
(D) a stock power with respect to the Shares Stock Power (the "Stock Power") duly executed in blank;
(iii) two executed counterparts of that certain stock option agreement the Stock Option Agreement (the "Option Agreement") between the Purchaser and the Company, substantially in the form attached Company pursuant to the Memorandum as Exhibit FHanover Compressor Company 1995 Management Stock Option Plan;
(iv) a fully completed and executed IRS Form W-9;W9; and
(v) two executed counterparts of this Agreement (including a fully completed Schedule A, notary page and Spousal Consent (if applicable)); and
(vi) two executed counterparts of the letter agreement relating to the Stockholders I Agreement, attached to the Memorandum as Exhibit H..
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Additional Deliveries. At or prior to Delivery of the Closingfollowing executed documents and instruments (collectively with the agreement identified in Section 1.5(c)(v), upon the terms and subject to the conditions of this Agreement, Purchaser shall execute where appropriate and deliver to the Company:"STRATEGIC ALLIANCE Documents"):
(i) a certified or bank cashier's check in the amount of the aggregate Purchase Price for the Cash Sharesthis Agreement duly executed by Elite;
(ii) to the extent any of the Shares subscribed for pursuant to this Agreement are Four Year Loan Shares:
(A) two executed counterparts of the Loan Agreement;
(B) a duly executed Four Year Note in an original principal amount equal to the aggregate Purchase Price for all such Four Year Loan Shares to be funded by the proceeds of the Four Year Note and subscribed for by Purchaser pursuant to this Agreement;
(C) two executed counterparts of that certain pledge agreement Advisory Agreement between VS and Elite, in substantially the form attached hereto as EXHIBIT C (the "Pledge AgreementADVISORY AGREEMENT") between Purchaser and the Company effecting a pledge of all of the shares of Common Stock of the Company owned or thereafter acquired by Purchaser), substantially in the form attached to the Memorandum as Exhibit E; and
(D) a stock power with respect to the Shares (the "Stock Power") duly executed in blankby Elite;
(iii) two executed counterparts of that certain stock option agreement Non-Qualified Stock Option Agreement between VS and Elite, in substantially the form attached hereto as EXHIBIT D (the "Option AgreementSTOCK OPTION AGREEMENT") between Purchaser and the Company), substantially in the form attached to the Memorandum as Exhibit Fduly executed by Elite;
(iv) a fully completed that certain Employment Agreement between VS and Novel, in substantially the form attached hereto as EXHIBIT E (the "EMPLOYMENT AGREEMENT"), duly executed IRS Form W-9by Novel;
(v) two that certain Subscription Agreement between VGS and Novel for the purchase by VGS of the VGS Novel Shares, in substantially the form attached hereto as EXHIBIT F-1, (the "SUBSCRIPTION AGREEMENT") duly executed counterparts by Novel;
(vi) a stock certificate of this Agreement Novel evidencing VGS's ownership of the VGS Novel Shares, duly executed on behalf of Novel;
(including a fully completed Schedule Avii) that certain Stockholders' Agreement, notary page dated as of the date hereof, between Elite, VS, VGS and Spousal Consent Novel, in substantially the form attached hereto as EXHIBIT G (if applicablethe "STOCKHOLDERS' AGREEMENT")), duly executed by both Elite and Novel; and
(viviii) two the certain Registration Rights Agreement between Elite, VS and VGS, in substantially the form attached hereto as EXHIBIT H (the "REGISTRATION RIGHTS AGREEMENT"), duly executed counterparts of the letter agreement relating to the Stockholders I Agreement, attached to the Memorandum as Exhibit H.by Elite.
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Sources: Strategic Alliance Agreement (Elite Pharmaceuticals Inc /De/)
Additional Deliveries. At or prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser shall execute where appropriate and deliver to the Company:
(i) a certified or bank cashier's check in the amount of the aggregate Purchase Price for the Cash Shares;
(ii) to the extent any of the Shares subscribed for pursuant to this Agreement are Four Year Loan Shares:
(A) two a duly executed counterparts of the Loan Agreement;
(B) a duly executed Four Year Note in an original principal amount equal to the aggregate Purchase Price for all such Four Year Loan Shares to be funded by the proceeds of the Four Year Note and subscribed for by Purchaser pursuant to this Agreement;
(C) two executed counterparts of that certain pledge agreement (the "Pledge Agreement") between the Purchaser and the Company effecting a pledge of all of the shares of Common Stock of the Company owned or thereafter acquired by the Purchaser, substantially in the form attached to the Memorandum as Exhibit E; and
(D) a stock power with respect to the Shares Stock Power (the "Stock Power") duly executed in blank;
(iii) two executed counterparts of that certain stock option agreement the Stock Option Agreement (the "Option Agreement") between the Purchaser and the Company, substantially in the form attached Company pursuant to the Memorandum as Exhibit FHanover Compressor Company 1995 Employee Stock Option Plan;
(iv) a fully completed and executed IRS Form W-9;; and
(v) two executed counterparts of this Agreement (including a fully completed Schedule A, notary page and Spousal Consent (if applicable)); and
(vi) two executed counterparts of the letter agreement relating to the Stockholders I Agreement, attached to the Memorandum as Exhibit H..
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Additional Deliveries. At or prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser shall execute where appropriate and deliver to the Company:
(i) a certified or bank cashier's check in the amount of the aggregate Purchase Price for the Cash Shares;
(ii) to the extent any of the Shares subscribed for pursuant to this Agreement are Four Year Loan Shares:
(A) two a duly executed counterparts of the Loan Agreement;
(B) a duly executed Four Year Note in an original principal amount equal to the aggregate Purchase Price for all such Four Year Loan Shares to be funded by the proceeds of the Four Year Note and subscribed for by Purchaser pursuant to this Agreement;
(C) two executed counterparts of that certain pledge agreement (the "Pledge Agreement") between the Purchaser and the Company effecting a pledge of all of the shares of Common Stock of the Company owned or thereafter acquired by the Purchaser, substantially in the form attached to the Memorandum as Exhibit E; and
(D) a stock power with respect to the Shares (the "Stock Power") duly executed in blank;
(iii) two executed counterparts of that certain stock option agreement (the "Option Agreement") between the Purchaser and the Company, substantially in the form attached to the Memorandum as Exhibit FG, which Stock Option Agreement shall be governed in accordance with the terms of the Hanover Compressor Company 1996 Employee Stock option Plan (substantially in the form attached to the Memorandum as Exhibit G) as such plan may be amended from time to time;
(iv) a fully completed and executed IRS Form W-9;
(v) two executed counterparts of this Agreement (including a fully completed Schedule A, notary page and Spousal Consent (if applicable)); and
(vi) two fully executed counterparts of the letter agreement relating to the Stockholders I Agreement, attached to the Memorandum as Exhibit H.
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Additional Deliveries. At or prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser shall execute where appropriate and deliver to the Company:
(i) a certified or bank cashier's check in the amount of the aggregate Purchase Price for the Cash Shares;
(ii) to the extent any of the Shares subscribed for pursuant to this Agreement are Four Year Loan Shares:
(A) two a duly executed counterparts 90-day Note in an original principal amount equal to the total Purchase Price for all such 90-day Loan Shares to be funded by the proceeds of the Loan 90-day Note and subscribed for by Purchaser pursuant to this Agreement;
(B) a duly executed Four Four-Year Note in an original principal amount equal to the aggregate total Purchase Price for all such Four Year Loan Shares to be funded by the proceeds of the Four Four-Year Note and subscribed for by Purchaser pursuant to this Agreement;
(C) two executed counterparts of that certain pledge agreement (the "Pledge Agreement") between the Purchaser and the Company effecting a pledge of all of the shares of Common Stock of the Company owned or thereafter acquired by the Purchaser, substantially in the form Form attached to the Memorandum as Exhibit EF; and
(D) a stock power with respect to the Shares Stock Power (the "Stock Power") duly executed in blank;
(iii) two executed counterparts of that certain stock option agreement the Stock Option Agreement (the "Option Agreement") between the Purchaser and the Company, substantially in the form attached Company pursuant to the Memorandum as Exhibit FHanover Compressor Company 1993 Management Stock Option Plan;
(iv) a fully completed and executed IRS Form W-9;; and
(v) two executed counterparts of this Agreement (including a fully completed Schedule A, notary page and Spousal Consent (if applicable)); and
(vi) two executed counterparts of the letter agreement relating to the Stockholders I Agreement, attached to the Memorandum as Exhibit H..
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Additional Deliveries. At The obligation of the Lender Group (or prior any member thereof) to the Closing, upon the terms and continue to make any Advances hereunder (or to extend any other credit hereunder) at any time shall be subject to the conditions of following conditions:
(a) with respect to each Eligible Loan added to the Borrowing Base in the most recent Borrowing Base Certificate delivered to Agent pursuant to this Agreement, Purchaser Borrower shall execute where appropriate and deliver to the Companyhave delivered:
(i) a certified or bank cashier's check in to Agent and Trustee, by the amount end of the aggregate Purchase Price applicable Funding Date or date of issuance of the applicable Letter of Credit, the applicable Loan Checklist with ▇▇▇▇▇▇ code and collateral breakdown for the Cash Shares;such Eligible Loan,
(ii) to Agent and Trustee, within 1 Business Day after the extent applicable Funding Date of such Eligible Loan, legible copies of all executed ancillary Portfolio Loan Documents for such Eligible Loan, together with versions marking the changes from the unexecuted versions previously delivered, and
(iii) within 3 Business Days after the applicable Funding Date of such Eligible Loan, (A) to Trustee, all originally executed Portfolio Loan Documents for such Eligible Loan, and (B) to Agent and Trustee, the Required Loan File for such Eligible Loan, or the acknowledgment of a custodian in writing that such originally executed Portfolio Loan Documents and Required Loan File are held for the benefit of Trustee on behalf of Agent and the Lender Group as Collateral for the Obligations. For purposes of this Agreement, and the references contained herein and in the other Loan Documents, any reference to Section 3.2 of this Agreement shall include a reference to this Section 3.2A.”
(l) Upon the Amendment Effective Date, Section 7.2(a) of the Shares subscribed for pursuant to this Loan Agreement are Four Year Loan Sharesis hereby deleted in its entirety and replaced with the following:
(Aa) two executed counterparts fails to perform or observe any covenant or other agreement of it contained in any of (i) 3.3, 5.1(a) (solely with respect to Borrower’s existence), 5.1(g), 5.1(n), 5.2(a) (solely with respect to Servicer’s existence), 5.2(g), 5.2(n)(ii), 6.1(e), 6.1(g), 6.1(h), 6.1(k), 6.1(p), 6.1(t), 9.12(h)(ii), or 11.7(a) of this Agreement or (ii) Sections 11(a) (solely with respect to Parent’s existence), 11(c), or 12(a) of the Parent Guaranty;”
(m) Upon the Amendment Effective Date, the notice address for New Lender is hereby added to the end of the grid set forth in Section 13 of the Loan Agreement;, as follows: “If to RBS Citizens Business Capital: RBS CITIZENS BUSINESS CAPITAL, A DIVISION OF RBS ASSET FINANCE, INC. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Phone No. ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇”
(Bn) a duly executed Four Year Note in an original principal amount equal Upon the Amendment Effective Date, Schedule C-1 to the aggregate Purchase Price for all such Four Year Loan Shares to be funded by the proceeds of the Four Year Note Agreement is hereby deleted in its entirety and subscribed for by Purchaser pursuant to this Agreement;
(C) two executed counterparts of that certain pledge agreement (the "Pledge Agreement") between Purchaser and the Company effecting a pledge of all of the shares of Common Stock of the Company owned or thereafter acquired by Purchaserreplaced with Revised Schedule C-1, substantially in the form attached to hereto. Borrower, Servicer, Agent, the Memorandum Lenders, New Lender, and Trustee hereby acknowledge and agree that, as Exhibit E; and
(D) a stock power with respect to of the Shares (the "Stock Power") duly executed in blank;
(iii) two executed counterparts of that certain stock option agreement (the "Option Agreement") between Purchaser and the CompanyAmendment Effective Date, substantially Revised Schedule C-1, in the form attached to hereto, accurately reflects the Memorandum as Exhibit F;Commitments of the Lenders.
(ivo) a fully completed Upon the Amendment Effective Date, each reference in the Loan Agreement to “DZ Borrower Portfolio Loan Expenses” is hereby deleted and executed IRS Form W-9;
(v) two executed counterparts of this Agreement (including a fully completed Schedule Areplaced with “DZ Borrower Portfolio Loan Amounts”, notary page and Spousal Consent (if applicable)); and
(vi) two executed counterparts the reference to “WF Borrower Portfolio Loan Expenses” in Section 7.1 of the letter agreement relating to the Stockholders I Agreement, attached to the Memorandum as Exhibit H.Loan Agreement is hereby deleted and replaced with “WF Borrower Portfolio Loan Amounts”.
Appears in 1 contract
Sources: Loan and Security Agreement (NewStar Financial, Inc.)