Common use of Makewhole Amount Clause in Contracts

Makewhole Amount. (i) Any payment or prepayment, as applicable, of the Tranche A Loan by ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c), (B) 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 (C) 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 A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount. (ii) Any payment or prepayment, as applicable, of the Tranche B 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 B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount. (iii) Any payment or prepayment, as applicable, of the Tranche C 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 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 payment or prepayment, as applicable, prepayment of the Tranche A Loan by ▇▇▇▇▇▇▇▇ Borrower (Ai) pursuant to Section 2.2(c2.2(c)(i) or Section 2.2(c)(ii), (B) 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 (Cii) 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 2nd36th-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 payment or prepayment, as applicable, prepayment of the Tranche B Loan by ▇▇▇▇▇▇▇▇ Borrower (Ai) pursuant to Section 2.2(c2.2(c)(i) or Section 2.2(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 2nd36th-year 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 payment or prepayment, as applicable, prepayment of the Tranche C Loan by Borrower (Ai) pursuant to Section 2.2(c2.2(c)(i) or Section 2.2(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 2nd36th-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 payment or prepayment, as applicable, prepayment of the Tranche D Loan by Borrower (Ai) pursuant to Section 2.2(c2.2(c)(i) or Section 2.2(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 2nd36th-year 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 AmountAmount and (y) the Tranche D Prepayment Premium.

Appears in 1 contract

Sources: Loan Agreement (Epizyme, Inc.)

Makewhole Amount. (i) Any payment or prepayment, as applicable, prepayment of the Tranche A Loan by ▇▇▇▇▇▇▇▇ (A) pursuant to Section 2.2(c), or (B) 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 (C) 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 A Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche A Makewhole Amount.in (ii) Any payment or prepayment, as applicable, prepayment of the Tranche B 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 B Closing Date shall, in any such case, be accompanied by payment of an amount equal to the Tranche B Makewhole Amount. (iii) Any payment or prepayment, as applicable, prepayment of the Tranche C 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 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, prepayment 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 (Tarsus Pharmaceuticals, Inc.)

Makewhole Amount. (i) Any payment or prepayment, as applicable, prepayment of the Tranche A Loan by ▇▇▇▇▇▇▇▇ Borrower (A) pursuant to Section 2.2(c2.2(c)(i), (BSection 2.2(c)(ii) as a result of the occurrence of the maturity of the Term Loans pursuant to the proviso in the definition of Term Loan Maturity Dateor Section 2.2(c)(iii), or (CB) 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 2nd5th-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 payment or prepayment, as applicable, prepayment of the Tranche B Loan by ▇▇▇▇▇▇▇▇ Borrower (A) pursuant to Section 2.2(c2.2(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 2nd-year 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 payment or prepayment, as applicable, prepayment of the Tranche C Loan by Borrower (A) pursuant to Section 2.2(c2.2(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 2nd3rd-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 (Global Blood Therapeutics, Inc.)