First Drawdown Sample Clauses
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First Drawdown. (a) The obligation of the Lender to permit the first Drawdown is subject to fulfillment, as determined solely by the Lender, of the conditions precedent that on or before five (5) Banking Days (or such shorter time period as the Lender may otherwise agree) prior to the date of such Drawdown the Lender shall have received in form and substance satisfactory to it the following documents:
(i) this Agreement, duly executed and delivered by the Borrower and the Lender;
(ii) a Notice of Drawdown as specified in Section 2.03;
(iii) a duly executed certificate in the form of Exhibit B hereto and dated as of the date of the making of the Drawdown;
(iv) the Guarantee, duly executed and delivered by the Guarantor;
(v) the amended Factory Mortgage Agreement duly executed and delivered by the Borrower (as mortgagor) and the Lender (as mortgagee) which has the effect of increasing the maximum secured amount to be secured by the Factory Mortgage thereunder to Four Hundred Eighty Million Dollars (US$480,000,000);
(vi) a copy of the real estate registry showing that the amendment registration of the mortgage under the First Priority Factory Mortgage Agreement pursuant to the amended First Priority Factory Mortgage Agreement has been completed;
(vii) in relation to the Borrower:
i. a copy of each of the Articles of Incorporation and Korean commercial registry extracts of the Borrower;
ii. a copy of a resolution of the Board of Directors of the Borrower approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;
iii. a copy of a seal certificate of the representative director of the Borrower;
iv. a copy of power of attorney issued by the representative director of the Borrower, if applicable; and
v. the Original Financial Statements of the Borrower, if applicable;
(viii) in relation to the Guarantor:
i. a copy of the articles of incorporation of the Guarantor (or equivalent constituent document);
ii. a copy of the by-laws of the Guarantor;
iii. a copy of a good standing certificate of the Guarantor issued by the Secretary of the State of Delaware issued as of a recent date; iv. a copy of a resolution of the Board of Directors of the Guarantor approving the terms of, and the transactions contemplated by, the Guarantee and resolving that it execute the Guarantee;
v. a copy of power of attorney issued by the president of the Guarantor, if applicable; and
First Drawdown. The Lender agrees to wire the first tranche of the Loan in the amount notified by the Borrower in writing, which will not be less than US$10,000,000 (the “First Tranche”) into a custody account managed by the Custodian pursuant to the Custodian Agreement (the “Custody Account”), on the First Drawdown Date upon the satisfaction or waiver by the Lender of the conditions as set forth in Section 3.1.
First Drawdown. The first drawing on the Facilities shall be made by the Borrower not more than 30 calendar days from the date of this Loan Agreement, unless otherwise agreed in writing, failing which the Facilities may be cancelled by the Lender.
First Drawdown. (a) The Borrower shall have received the Depositary Notice and shall have sent the Letter of Acceptance; in addition, the date of the first Drawdown selected by the Borrower shall be consistent with the payment periods ordinarily used on the NYSE for the acquisition of listed securities after their acceptance by an offeror in a tender offer comparable to the Tender Offer.
(b) The maximum amount of the first Drawdown shall be equal to the amount of the price to be paid by the Borrower for the ▇▇▇▇ Electronics Securities tendered in the Tender Offer and allocated to the Borrower prior to the date of the first Drawdown or on said date, (i) increased by the corresponding expenses and fees and, where applicable, by the amount of the price to be paid for the acquisition of ▇▇▇▇ Electronics Securities in the case of a Squeeze Out and (ii) reduced by the amount of the Capital Increase to be paid in as a condition precedent to the provision of the funds on the date scheduled for the First Drawdown, subject, however, to the Available Amount as of that date.
First Drawdown. No Revolving Advance may be made unless and until the first Acquisition Advance could have been drawn down (but for the delayed settlement of acceptances of the Offer) Provided that, notwithstanding the conditions precedent in paragraphs (b), (c), (d), (f) and (g) of Part B of Schedule 3 have not been satisfied and a notice of cancellation has not been delivered as required under clause 4.2(a) of this Agreement but subject otherwise to the terms and conditions of this Agreement, the Revolving Facility may be utilised to issue certain Letters of Credit agreed with the Facility Agent in advance with an aggregate face value not exceeding US$100,000,000 and, subject to the accession of The Energy Group PLC as an additional Borrower, a further (pound)100,000,000 of Advances.