Common use of Makewhole Amount Clause in Contracts

Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Borrower (A) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 5th-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount. (ii) Any prepayment of the Tranche B Loan by Borrower (A) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 5th -year anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount. (iii) Any prepayment of the Tranche C Loan by Borrower (A) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 3rd-year anniversary of the Tranche C Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche C Makewhole Amount.

Appears in 1 contract

Sources: Loan Agreement (Global Blood Therapeutics, Inc.)

Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Borrower ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c)(i2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 2.2(c)(ii8.1(a), in (ii) or Any prepayment of the Tranche B Loan by ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c)(iii2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 5th2nd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount. (ii) Any prepayment of the Tranche B Loan by Borrower (A) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 5th -year anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount. (iii) Any prepayment of the Tranche C Loan by Borrower ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 3rd2nd-year anniversary of the Tranche C Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche C Makewhole Amount. (iv) Any prepayment of the Tranche D Loan by ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche D Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche D Makewhole Amount.

Appears in 1 contract

Sources: Loan Agreement (Tarsus Pharmaceuticals, Inc.)

Makewhole Amount. (iI) Any prepayment of the Tranche A Loan by Borrower (A) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii(ii), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 5th-year second anniversary of the Tranche A Closing Date Date, or (II) any termination of Tranche A Commitment pursuant to Sections 2.2(c)(iii) or (iv), shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount. (ii) Any prepayment of the Tranche B Loan by Borrower B▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 5th -year second anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount. (iii) Any prepayment of the Tranche C Loan by Borrower B▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 3rd-year second anniversary of the Tranche C Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche C Makewhole Amount.

Appears in 1 contract

Sources: Loan Agreement (Revolution Medicines, Inc.)

Makewhole Amount. (i) Any prepayment payment or prepayment, as applicable, of the Tranche A Loan by Borrower ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c)(i2.2(c), Section 2.2(c)(ii(B) or Section 2.2(c)(iii)as a result of the occurrence of the maturity of the Term Loans pursuant to the proviso in the definition of Term Loan Maturity Date, or (BC) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 5th2nd-year anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount. (ii) Any prepayment payment or prepayment, as applicable, of the Tranche B Loan by Borrower ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 5th -year 2nd-year anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount. (iii) Any prepayment payment or prepayment, as applicable, of the Tranche C Loan by Borrower (A) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 3rd2nd-year anniversary of the Tranche C Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche C Makewhole Amount. (iv) Any payment or prepayment, as applicable, of the Tranche D Loan by Borrower (A) pursuant to Section 2.2(c), or (B) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 2nd-year anniversary of the Tranche D Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche D Makewhole Amount.

Appears in 1 contract

Sources: Loan Agreement (Reata Pharmaceuticals Inc)

Makewhole Amount. (i) Any prepayment of the Tranche A Loan by Borrower (Ai) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii2.2(c)(ii), or (Bii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 5th36th-year month anniversary of the Tranche A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the greater of (x) the Tranche A Makewhole AmountAmount and (y) the Tranche A Prepayment Premium. (ii) Any prepayment of the Tranche B Loan by Borrower (Ai) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii2.2(c)(ii), or (Bii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 5th -year 36th-month anniversary of the Tranche B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the greater of (x) the Tranche B Makewhole AmountAmount and (y) the Tranche B Prepayment Premium. (iii) Any prepayment of the Tranche C Loan by Borrower (Ai) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii2.2(c)(ii), or (Bii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 3rd36th-year month anniversary of the Tranche C Closing Date shall, in any such case, be accompanied by payment of an amount equal to the greater of (x) the Tranche C Makewhole AmountAmount and (y) the Tranche C Prepayment Premium. (iv) Any prepayment of the Tranche D Loan by Borrower (i) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii), or (ii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), in each case occurring prior to the 36th-month anniversary of the Tranche D Closing Date shall, in any such case, be accompanied by payment of an amount equal to the greater of (x) the Tranche D Makewhole Amount and (y) the Tranche D Prepayment Premium.

Appears in 1 contract

Sources: Loan Agreement (Epizyme, Inc.)