Common use of Additional Tranche Request Clause in Contracts

Additional Tranche Request. Whenever Borrower desires an Additional Tranche, Borrower shall notify Lender of the proposed Qualified Acquisition and the proposed borrowing (an “Additional Tranche Request”). Any Additional Tranche Request shall, inter alia: (i) specify the proposed closing date of the Qualified Acquisition, (ii) specify the purchase price of the Qualified Acquisition, including a breakdown of all details relating to the purchase price and any other consideration (e.g., cash vs. other consideration, upfront vs. deferred, consideration in the form or royalties and equity, etc.), (iii) the principal amount of the Additional Tranche requested and a summary of expected uses and sources of funds for the Qualified Acquisition, (iv) be accompanied by a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Borrower, stating that no Default or Event of Default exists or, after giving effect to the Qualified Acquisition and the advance of the requested Additional Tranche, will exist, and (iv) include an appropriate and comprehensive information package relating to the proposed transaction, including a full set of business and legal due diligence materials relating thereto. Lender shall thereafter have ten (10) Business Days following its confirmed receipt of an Additional Tranche Request to notify the Borrower whether it agrees to make an Additional Tranche (the “Review Period”), provided, however, that should Lender fail to respond before the expiry of the Review Period it shall be deemed to have declined the Additional Tranche Request. Lender shall be entitled to request such additional information about the proposed Qualified Acquisition (including any additional due diligence materials) as necessary or useful, in the opinion of the Lender, to properly assess the Qualified Acquisition, and if the Lender makes any such requests before the expiry of the Review Period then a new Review Period shall begin upon Lender’s receipt of such additional information in order to allow Lender to consider the Additional Tranche Request. For certainty, Lender shall not be obligated to make a requested Additional Tranche and Lender, in its sole and absolute discretion, may decline to issue an Additional Tranche even if Borrower is in compliance with this Agreement. The refusal of any proposed Additional Tranche by Lender shall not affect the Borrower’s right to request an Additional Tranche at a future date.

Additional Tranche Request. Whenever Borrower desires an Additional Tranche, Borrower shall notify Lender of the proposed Qualified Acquisition and the proposed borrowing (an “Additional Tranche Request”). Any Additional Tranche Request shall, inter alia: (i) specify the proposed closing date of the Qualified Acquisition, (ii) specify the purchase price of the Qualified Acquisition, including a breakdown of all details relating to the purchase price and any other consideration (e.g., cash vs. other consideration, upfront vs. deferred, consideration in the form or royalties and equity, etc.), (iii) the principal amount of the Additional Tranche requested and a summary of expected uses and sources of funds for the Qualified Acquisition, (iv) be accompanied by a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Borrower, stating that no Default or Event of Default exists or, after giving effect to the Qualified Acquisition and the advance of the requested Additional Tranche, will exist, and (iv) include an appropriate and comprehensive information package relating to the proposed transaction, including a full set of business and legal due diligence materials relating thereto. Lender shall thereafter have ten (10) Business Days following its confirmed receipt of an Additional Tranche Request to notify the Borrower whether it agrees to make an Additional Tranche (the “Review Period”), provided, however, that should Lender fail to respond before the expiry of the Review Period it shall be deemed to have declined the Additional Tranche Request. Lender shall be entitled to request such additional information about the proposed Qualified Acquisition (including any additional due diligence materials) as necessary or useful, in the opinion of the Lender, to properly assess the Qualified Acquisition, and if the Lender makes any such requests before the expiry of the Review Period then a new Review Period shall begin upon Lender▇▇▇▇▇▇’s receipt of such additional information in order to allow Lender ▇▇▇▇▇▇ to consider the Additional Tranche Request. For certainty, Lender shall not be obligated to make a requested Additional Tranche and Lender, in its sole and absolute discretion, may decline to issue an Additional Tranche even if Borrower is in compliance with this Agreement. The refusal of any proposed Additional Tranche by Lender ▇▇▇▇▇▇ shall not affect the Borrower’s right to request an Additional Tranche at a future date.