Delayed Draw Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan (provided that the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), of its intention to borrow, specifying (A) the date of such borrowing (the “Delayed Draw Funding Date”), which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (D) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto; provided, that the Delayed Draw Term Loan shall be made in one drawing on the Delayed Draw Funding Date. Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the proposed Delayed Draw Funding Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Delayed Draw Term Loan to be made by such Term Loan Lender on the Delayed Draw Funding Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Delayed Draw Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing; provided that to the extent the proceeds of the Delayed Draw Term Loan funded on the Delayed Draw Funding Date, together with the Cash Contribution, exceed an amount equal to the Cash Percentage of the total Acquisition Consideration payable in accordance with the Tender Offer Document in respect of the Company Shares accepted in the Tender Offer on the Delayed Draw Funding Date plus Transaction Costs then due and payable (the “Excess Term Loan Proceeds”), such Excess Term Loan Proceeds shall be funded directly into the Escrow Account in accordance with the Escrow...
Delayed Draw Term Loan. Subject to the terms and conditions set forth herein, each Delayed Draw Term Loan Lender severally agrees to make loans (each such loan, a “Delayed Draw Term Loan”) to the Borrower, in Dollars, from time to time (but in any event limited to a maximum of four (4) drawings, each in a minimum aggregate principal amount of $5,000,000), on any Business Day during the Delayed Draw Term Loan Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Xxxxxx’s Delayed Draw Term Loan Commitment; provided, however, that after giving effect to any such Borrowing, the Total Delayed Draw Term Loan Outstandings shall not exceed the Delayed Draw Term Loan Facility. Once funded, Delayed Draw Term Loans shall be deemed to be an increase to the amount of Term Loans for all purposes hereunder and shall be part of the same Class as, and treated in all respects as, Term Loans. The Delayed Draw Term Loan may be repaid or prepaid but may not be reborrowed. Delayed Draw Term Loan may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided, however, any Borrowings made on the Closing Date shall be made as Base Rate Loans.
Delayed Draw Term Loan. Until the Term Loan Maturity Date and subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally, but not jointly, agrees to make available to the Borrowers (through the Administrative Agent) from time to time, in accordance with clause (b)(i)(C) below, such Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (each, a “Delayed Draw Term Loan”) in the aggregate principal amount, after giving effect to all Delayed Draw Term Loan borrowings, of up to TWENTY TWO MILLION EIGHT HUNDRED NINETEEN THOUSAND SIX HUNDRED EIGHTY THREE DOLLARS AND SIXTY CENTS ($22,819,683.60), which amount shall not exceed the maximum aggregate Allocated Term Loan Amount for the future fundings approved by the Administrative Agent in its discretion on Term Loan Collateral identified on Schedule 1-B to the Fee Letter (the “Delayed Draw Term Loan Committed Amount”), for the purposes hereinafter set forth. A Delayed Draw Term Loan borrowing may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request. Amounts repaid or prepaid on a Delayed Draw Term Loan may not be reborrowed.
Delayed Draw Term Loan. Subject to the terms and conditions of this Agreement, each Lender with a Delayed Draw Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make term loans (each a “Delayed Draw Term Loan” and collectively, the “Delayed Draw Term Loans”) to Borrower from time to time from the Restatement Effective Date until the Delayed Draw Term Loan Commitment Expiration Date, or until the earlier reduction of its Delayed Draw Term Loan Commitment to zero in accordance with the terms hereof, in an aggregate principal amount not to exceed the unused portion of such Lender’s Delayed Draw Term Loan Commitment. The aggregate principal amount of the Delayed Draw Term Loans (based on initial principal amount) shall not exceed the Delayed Draw Term Loan Amount. The Delayed Draw Term Loan Commitment of each Lender shall (x) automatically and permanently be reduced to the extent that such Lender makes a Delayed Draw Term Loan to Borrower, and (y) automatically and permanently be reduced to zero on the Delayed Draw Term Loan Commitment Expiration Date. Each Delayed Draw Term Loan requested by Borrower pursuant to this Section 2.2(a) shall be in a minimum amount of $2,500,000, and in integral multiples of $500,000 in excess thereof. Any principal amount of the Delayed Draw Term Loans that is repaid or prepaid may not be reborrowed.
Delayed Draw Term Loan. (A) Unless terminated sooner pursuant to Section 2.05(a)(iii)(C), the Total Delayed Draw Term Loan Commitment shall terminate at 5:00 p.m. (New York City time) on the DDTL Commitment Expiration Date.
Delayed Draw Term Loan. Subject to the terms and conditions set forth herein, each Lender with a Delayed Draw Term Loan Commitment severally agrees to make its portion of a term loan (the “Delayed Draw Term Loan”) to the Company in Dollars in a single advance during the Availability Period in an amount not to exceed such Lender’s Delayed Draw Term Loan Commitment. Amounts repaid on the Delayed Draw Term Loan may not be reborrowed. The Delayed Draw Term Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein.
Delayed Draw Term Loan. (A) From the period commencing on the day immediately following the Closing Date through and including September 14, 2019 (the “Delayed Draw Term Loan Commitment Termination Date”), Borrowers may request from time to time that the Lender make a delayed draw term loan (each funding thereof, a “Delayed Draw Term Loan”) in an original principal amount not to exceed the then unfunded amount of the Lender’s Delayed Draw Term Loan Commitment. When repaid, the repaid portion of the Delayed Draw Term Loan shall not be re-borrowed.
Delayed Draw Term Loan. The Delayed Draw Term Loan Lenders severally, and not jointly, agree, ratably in accordance with their respective Delayed Draw Term Loan Commitments, and on the terms and conditions hereinafter set forth (including subject to the satisfaction (or waiver) of the conditions precedent set forth in ARTICLE V hereof), to make one or more Loans (collectively, the "Delayed Draw Term Loan") to the Borrowers during the period from the Effective Date until the Delayed Draw Term Loan Commitment Termination Date in an aggregate principal amount not to exceed $25,000,000.
Delayed Draw Term Loan. Each and every delayed draw term loan made by the Delayed Draw Term Loan Lenders to the Borrowers on a Drawdown Date pursuant to §3.2.
Delayed Draw Term Loan. (A) The Total Delayed Draw Term Loan Commitment shall terminate on the Delayed Draw Term Loan Commitment Termination Date.
