Borrower Reporting Clause Samples

Borrower Reporting. The Borrower shall file with the SEC a Current Report on Form 8-K disclosing its delivery of a Share Issuance Notice, no later than 8:35 a.m., New York City time, on the Trading Day immediately following the date of the Share Issuance Notice. Attention: [ ] Re: Endologix, Inc. (the “Borrower”) Ladies and Gentlemen: Pursuant to Section 3 of Exhibit 2.6 (the “Exhibit”) of that certain Amended and Restated Facility Agreement (the “Facility Agreement”), dated as of August 9, 2018, between the Borrower and the Lenders party thereto from time to time (each an “Lender” and collectively, the “Lenders”), the Borrower has delivered to the Lenders a Share Issuance Notice (as defined in the Exhibit), dated as of [ , ], pursuant to which the Borrower has elected to satisfy certain payment obligations under the Facility Agreement by issuing shares of Common Stock to the Lenders. Capitalized terms used but not defined herein shall have the meanings set forth in the Facility Agreement or the Exhibit, as applicable. We are counsel for the Borrower and have been requested to furnish to you an opinion with respect to all of the shares of Common Stock of the Borrower that will be issued to the Lenders in connection the abovementioned Share Issuance Notice (the “Shares”). As a basis for this opinion, we have received and reviewed (1) the Facility Agreement, including the Exhibit, (2) the Share Issuance Notice, (3) an officer’s certificate from the Borrower and (4) such other documents as we have deemed relevant or necessary. On the basis of the foregoing and assuming the accuracy of the aforementioned representations of each Lender, it is our opinion that the Shares may be resold by each Lender without restriction under the Securities Act of 1933, as amended, and, accordingly, the Shares may be issued without any restrictive legend to each Lender or its designee in accordance with each such Lender’s instructions with respect to Shares delivered to such Lender. Any questions concerning the foregoing opinion should be communicated to [ ] of this firm. Very truly yours, [_____________________________] _____________________________ [__________________],[_______________] cc: [Lenders] THE SECURITIES REPRESENTED BY THIS NOTE (AS DEFINED BELOW) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT...

Borrower Reporting. The Borrower shall file with the SEC a Current Report on Form 8-K disclosing its delivery of a Share Payment Notice and the number of shares to be issued to the Investors on the applicable Share Payment Closing Date within three (3) hours of delivery of the Share Payment Notice, provided, however, that if the Investors shall have provided a notice to the Borrower pursuant to subsection (i) below then the Borrower shall file such Current Report on Form 8-K within three hours of receipt of said notice, unless said notice provides that no shares will be issued in respect of such Share Payment Notice in which case Borrower need not file such Report.

Borrower Reporting. Until such time as the Loan shall have been paid in full, the Borrower shall deliver to Administrative Agent, as soon as available, but in no event later than one hundred twenty (120) days after each fiscal year end which shall at all times be a calendar year, a current unaudited annual financial statement (including, without limitation, an income and expense statement, a cash flow statement and a balance sheet, together with supporting property schedules) of the Borrower, in form, content, substance and reasonable detail acceptable to Administrative Agent. Each such annual financial statement shall be accompanied by a certificate of Borrower stating that each such annual financial statement is true, correct, accurate, and complete and presents fairly the financial condition and results of the operations of Borrower and the Property being reported upon and has been prepared in accordance with GAAP or International Financial Reporting Standards. In addition to the foregoing, Borrower shall deliver to Administrative Agent as soon as available but no later than sixty (60) days after the closing date of each fiscal quarter, a quarterly unaudited financial statement (including, without limitation, an income and expense statement, a cash flow statement and a balance sheet), accompanied by a certificate of Borrower stating that each such quarterly financial statement is true, correct, accurate, and complete and presents fairly the financial condition and results of the operations of Borrower and the Property being reported upon and has been prepared in accordance with GAAP or International Financial Reporting Standards. Within sixty (60) days after the closing date of each fiscal quarter, the Borrower shall deliver an operating statement for the Property, a rent roll for the previous fiscal quarter, copies of Leases executed during the previous fiscal quarter, a billed and unpaid receivables report for Borrower, a Debt Yield Certificate for the purposes of determining whether any prepayment, delivery of collateral or other action may be required pursuant to Sections 9.13(a) – (c) hereof. Except as otherwise agreed to by Administrative Agent, all such financial information shall be prepared in accordance with GAAP or International Financial Reporting Standards consistently applied. In addition, the Borrower shall provide to Administrative Agent, not later than thirty (30) days after the fiscal year end, and for informational purposes only, operating and capital bu...

Borrower Reporting. The Borrower shall file with the SEC a Current Report on Form 8-K disclosing its delivery of a Share Payment Notice and the aggregate amount of principal, interest and/or fees provided for in such Share Payment Notice by no later than 8:30 a.m. on the second full Trading Day following the receipt by the Lenders of the Share Payment Notice (e.g., if the Share Payment Notice is received between 5:00 p.m. Monday and 9:00 a.m. Tuesday, 9:00 a.m. Wednesday shall be the second full Trading Day.

Borrower Reporting. The Borrower shall file with the SEC a Current Report on Form 8-K disclosing its delivery of a Share Issuance Notice include the amount of principal or interest to which such Share Issuance Notice relates, no later than 8:35 a.m., New York City time, on the Trading Day immediately following the date the applicable Share Issuance Notice is sent by the Borrower. In addition, if as of the end of the Issuance Period in respect of any Share Issuance Notice, the Credit Amounts for such Issuance Period are less than the Share Issuance Amount specified in the Share Issuance Notice (such shortfall, the Ex.2.3-8 141540134

Borrower Reporting. Each Borrower shall provide to Lender the following: (a) Within ninety (90) days after Borrower’s fiscal year-end, Borrower shall provide to Lender, at Borrower’s sole cost and expense, audited Financial Statements; (b) Within forty-five (45) days after Borrower’s fiscal year-end, Borrower shall provide to Lender, at Borrower’s sole cost and expense, a copy of Borrower’s year-end tax return; (c) Within thirty (30) days after the end of Borrower’s fiscal quarter, or at the request of Lender, and together with any request by Borrower for an Advance, Borrower shall deliver to Lender (i) a Borrowing Base Certificate in substantially the same form as the closing Borrowing Base Certificate attached hereto as Exhibit A, which shall be accompanied by copies of Borrower’s sales journal, cash receipts journal and credit memo journal for the relevant period, and (ii) a certification of Borrower’s financial covenants substantially in the same form as attached hereto as Exhibit B. Such Borrowing Base Certificate shall reflect activity of the Borrower with respect to Accounts for the immediately preceding period to the date of the last Advance made by Lender to Borrower, and shall be in a form and with such specificity as is satisfactory to Lender and shall contain additional information concerning Accounts, Inventory and Equipment as may be requested by Lender, including, without limitation, but only if specifically requested by Lender, copies of all invoices prepared in connection with such Accounts; and (d) Such other financial documents as Lender deems appropriate in the course of normal business with reasonable notice to Borrower.

Borrower Reporting. The Borrower shall file with the SEC a Current Report on Form 8-K disclosing its delivery of a Share Payment Notice and the number of shares provided for in such Share Payment Notice within three (3) hours of delivery of the Share Payment Notice.