Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency of a failure to comply with Borrower’s obligations under this Addendum, then (x) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender and any governmental regulatory agency, and (y) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. To: Agent: Date: , 2013 Hercules Technology Growth Capital, Inc. (the “Agent”) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ViewRay Incorporated (“Borrower”) hereby requests from Agent and Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000) on , (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.
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Sources: Loan and Security Agreement (Viewray Inc), Loan and Security Agreement (Viewray Inc)
Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology IIIII, L.P. L.P., and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. To: Agent: Date: __________, 2013 20__ Hercules Technology Growth Capital, Inc. (the “Agent”) ▇4▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇6▇▇-▇▇▇-▇▇▇▇ Attn: ViewRay Incorporated ChromaDex Corporation (“Borrower”) hereby requests from Agent and Hercules Technology IIIGrowth Capital, Inc. (“Agent”), as agent for Hercules Technology II, L.P. (“Lender”) an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on ______________, _____ (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.
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Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology II, L.P., Hercules Technology III, L.P. L.P., and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. To: Agent: Date: __________, 2013 201_ Hercules Technology Growth Capital, Inc. (the “Agent”) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ViewRay Incorporated Paratek Pharmaceuticals, Inc. and Paratek Pharma, LLC (jointly and severally, individually and collectively, the “Borrower”) hereby requests from Agent and Hercules Technology IIIGrowth Capital, L.P. Inc. (“Lender”) an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on ______________, _____ (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Paratek Pharmaceuticals, Inc.)
Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. To: Agent: Date: , 2013 20 Hercules Technology Growth Capital, Inc. (the “Agent”) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimileemail: ▇▇▇-▇▇@▇▇▇-▇▇▇▇▇▇▇▇▇.▇▇▇ Attn: ViewRay Incorporated ANTARES PHARMA, INC. (“Borrower”) hereby requests from Agent and [Hercules Capital, Inc.] [Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000$ ) on , (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.. Please:
(a) Issue a check payable to Borrower or
(b) Wire Funds to Borrower’s account [IF FILED PUBLICLY, ACCOUNT INFO REDACTED FOR SECURITY PURPOSES] Bank: Address: ABA Number: Account Number: Account Name: Contact Person: Phone Number To Verify Wire Info: Email address: Borrower represents that the conditions precedent to the Advance set forth in the Agreement are satisfied and shall be satisfied upon the making of such Advance, including but not limited to: (i) that no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (ii) that the representations and warranties set forth in the Agreement are and shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; (iii) that Borrower is in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed; and (iv) that as of the Advance Date, no fact or condition exists that could (or could, with the passage of time, the giving of notice, or both) reasonably be expected to constitute an Event of Default under the Loan Documents. Borrower understands and acknowledges that Agent has the right to review the financial information supporting this representation and, based upon such review in its sole discretion, Lender may decline to fund the requested Advance. Borrower hereby represents that Borrower’s corporate status and locations have not changed since the date of the Agreement or, if the Attachment to this Advance Request is completed, are as set forth in the Attachment to this Advance Request. Borrower agrees to notify Agent promptly before the funding of the Loan if any of the matters which have been represented above shall not be true and correct on the Borrowing Date and if Agent has received no such notice before the Advance Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct as of the Advance Date. Executed as of [ ], 20[ ]. BORROWER: ANTARES PHARMA, INC. SIGNATURE: TITLE: PRINT NAME:
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Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender Lender, and any governmental regulatory agency, and (yii) upon request of Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. To: Agent: Date: __________, 2013 2017 Hercules Technology Growth Capital, Inc. (the “Agent”) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimileemail: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ViewRay Incorporated Audentes Therapeutics, Inc. (“Borrower”) hereby requests from Agent and Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million _____________________ Dollars ($15,000,000________________) on ______________, _____ (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Audentes Therapeutics, Inc.)
Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that Agent, there is a substantial risk of such assertion) that Lender and their its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements among Borrower, Agent between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (xi) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, AgentLender, Lender and any governmental regulatory agency, and (yii) upon request of Lender or AgentLender, Borrower will cooperate and assist with any assignment of the financing agreements among from Hercules Technology III, L.P. and to Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. To: AgentLender: Date: , 2013 Hercules Technology Growth CapitalIII, Inc. (the “Agent”) L.P. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ViewRay Incorporated Dance Biopharm, Inc. (“Borrower”) hereby requests from Agent and Hercules Technology III, L.P. (“Lender”) an Advance in the amount of Fifteen Million Dollars ($15,000,000$ ) on , (the “Advance Date”) pursuant to the Loan and Security Agreement dated as of December [ ], 2013 among Borrower, Agent between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.
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