Common use of Corporate Changes Clause in Contracts

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the Lenders. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the Lenders; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the Lenders, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the Lenders.

Appears in 3 contracts

Samples: Loan and Security Agreement (Intelepeer Inc), Loan and Security Agreement (Intelepeer Inc), Loan and Security Agreement (Intelepeer Inc)

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Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty ten (2010) days’ prior written notice to the LendersLender. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of tangible Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 2 contracts

Samples: Loan and Security Agreement (Dicerna Pharmaceuticals Inc), Loan and Security Agreement (Dicerna Pharmaceuticals Inc)

Corporate Changes. Neither No Borrower nor or any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty ten (2010) daysBusiness Days’ prior written notice to the LendersLender (or such shorter period as agreed to by Lender in writing). Neither No Borrower nor or any Subsidiary shall suffer a Change in Control. Neither No Borrower nor or any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither No Borrower nor or any Subsidiary shall relocate any item of Collateral (other than (x) sales or use of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value in the ordinary course of up to $150,000 business in any fiscal yearthe continental United States and Canada, and (z) relocations of other Collateral from a location described on Exhibit C Disclosure Letter Section 5.1 to another location described on Exhibit C, as the same may be amendedDisclosure Letter Section 5.1) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 2 contracts

Samples: Loan and Security Agreement (Glori Acquisition Corp.), Loan and Security Agreement (Glori Energy Inc.)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) such relocation shall be within the continental United StatesStates of America. Except in connection with Permitted Transfers, neither Neither Borrower nor any Domestic Subsidiary shall relocate any item of Collateral (other than (xw) sales of Inventory in the ordinary course of business, (x) relocations of mobile Equipment, (y) relocations of other Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersAgent, (ii) such relocation is within the continental United States or to such other jurisdiction as designated in writing by Borrower from time to time, and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 2 contracts

Samples: Loan and Security Agreement (Acelrx Pharmaceuticals Inc), Loan and Security Agreement (Acelrx Pharmaceuticals Inc)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days' prior written notice to the LendersLender. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party baileebailee or consignee, it has delivered a bailee or consignee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 2 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersLender. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (xw) sales of Inventory in the ordinary course of business, (x) relocations of mobile Equipment, (y) relocations of other Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States andor to such other jurisdiction as designated in writing by Borrower from time to time, and (iii) ), if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 2 contracts

Samples: Loan and Security Agreement (Acelrx Pharmaceuticals Inc), Loan and Security Agreement (Acelrx Pharmaceuticals Inc)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) such relocation shall be within the continental United StatesStates of America. Except in connection with Permitted Transfers, neither Neither Borrower nor any Qualified Subsidiary shall relocate any item of physical Collateral (other than (x1) sales of Inventory in the ordinary course of business, (y2) relocations of Equipment having an aggregate value of up to $150,000 500,000 in any fiscal year, and (z3) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C) or (4) Collateral in transit or stored at a contract research organization, as the same may be amended) contract manufacturing organization or similar entity, unless (i) it has provided prompt written notice to the LendersAgent, (ii) such relocation is within the continental United States of America and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 2 contracts

Samples: Loan and Security Agreement (ChemoCentryx, Inc.), Loan and Security Agreement (ChemoCentryx, Inc.)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days' prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary of Borrower shall suffer a Change in Control; provided, however, that Borrower or any Subsidiary of the Borrower may suffer a Change in Control so long as in connection with such Change in Control the Secured Obligations (other than inchoate indemnity obligations) are paid in full. Neither Borrower nor any Domestic Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Domestic Subsidiary shall relocate any item of Collateral (other than (w) worn-out, obsolete or surplus Equipment, (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 250,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersAgent, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 2 contracts

Samples: Loan and Security Agreement (Cerecor Inc.), Loan and Security Agreement (Cerecor Inc.)

Corporate Changes. Neither Borrower nor any Qualified Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersLender. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) in the case of any Domestic Subsidiaries, such relocation shall be within the continental United StatesStates of America. Except in connection with Permitted Transfers, neither Neither Borrower nor any Qualified Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate a value of up to $150,000 250,000 in any fiscal yearyear in each customer site, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States of America and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 2 contracts

Samples: Loan and Security Agreement (Plug Power Inc), Loan and Security Agreement (Plug Power Inc)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) in the case of any Domestic Subsidiaries, such relocation shall be within the continental United StatesStates of America. Except in connection with Permitted Transfers, neither Neither Borrower nor any Qualified Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate a value of up to $150,000 250,000 in any fiscal yearyear in each customer site, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersAgent, (ii) such relocation is within the continental United States of America and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 2 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Plug Power Inc)

Corporate Changes. Neither No Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the Lenders. Neither Borrower nor any Subsidiary Lender; provided, however, Parent shall suffer be allowed to convert from a Change limited liability company to a corporation in Control. Neither its jurisdiction of formation with five (5) business days prior written notice to Lender and, in connection therewith, shall be allowed to change its name to Cempra, Inc. No Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither No Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales the delivery of Inventory clinical drug supplies to third parties in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Cempra Holdings, LLC)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without at least twenty (20) days’ prior written notice to the Lenders. Neither Borrower nor any Subsidiary shall suffer a Change in ControlLender. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except Other than relocations of Melafind systems Equipment to customer offices in connection with Permitted Transfersthe ordinary course of business, neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations transfer of Equipment other than Melafind systems Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Mela Sciences, Inc. /Ny)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to Lender, provided the Lenders. Neither Borrower nor any Subsidiary may change its name to “Navidea Biopharmaceuticals, Inc.” Borrower shall not suffer a Change in ControlControl without the consent of Lender. Neither Borrower nor any Subsidiary shall not relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Borrower nor any Subsidiary shall not relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Navidea Biopharmaceuticals, Inc.)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary Inc. shall not suffer a Change in Control. Neither Borrower nor any Qualified Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Qualified Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersAgent, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to Agent. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the LendersSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Appears in 1 contract

Samples: Loan and Security Agreement (Paratek Pharmaceuticals, Inc.)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty ten (2010) days’ prior written notice to Lender. The Lender acknowledges that Borrower is in the Lenders. process of changing its name to Ondas Holdings Inc. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Zev Ventures Inc.)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) 10 days’ prior written notice to the LendersLender. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (w) Permitted Transfers, (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Pacira Pharmaceuticals, Inc.)

Corporate Changes. Neither Borrower nor any domestic Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersLender. Neither Borrower nor any Subsidiary shall not suffer a Change in Control. Neither Borrower nor any Subsidiary shall not relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any domestic Subsidiary shall relocate any item of Collateral (other than (xw) sales of Inventory in the ordinary course of business, (yx) relocations of Equipment having an aggregate value of up to $150,000 2,000,000 in any fiscal year, (y) relocations of Equipment among Subsidiaries and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered taken commercially reasonable efforts to deliver a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 1 contract

Samples: Loan and Security Agreement (American Superconductor Corp /De/)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersLender. Neither Borrower nor any Subsidiary shall suffer a Change in Control, except for Dormant Subsidiaries or any Foreign Subsidiary which does not materially contribute to the business of Parent and its Subsidiaries. Neither Borrower nor any Domestic Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Domestic Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Identive Group, Inc.)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) 10 days’ prior written notice to Lender (except as permitted under the LendersRUSNANO Investment Agreement). Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary based in the United States shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (w) Permitted Transfers, (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States if the original location of the Collateral being relocated is within the United States and, (iii) if such relocation is to a third party bailee, and involves amounts in excess of $20,000, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 1 contract

Samples: Loan and Security Agreement (BIND Therapeutics, Inc)

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Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty ten (2010) daysBusiness Days’ prior written notice to the Lenders. Neither Borrower nor any Subsidiary shall suffer a Change in ControlAgent. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersAgent, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered used commercially reasonable efforts to deliver a bailee agreement in form and substance reasonably acceptable to Agent. [***] Certain information in this document has been omitted and filed separately with the LendersSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Loan and Security Agreement (Viewray Inc)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary shall suffer a Change in Control; provided, however, for the avoidance of doubt, Borrower may enter into any agreement with respect to a Change of Control, provided that all Secured Obligations are indefeasibly satisfied in full, and Lender’s commitment to lend hereunder has been terminated, upon the consummation thereof. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Qualified Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersAgent, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 1 contract

Samples: Loan and Security Agreement (Phaserx, Inc.)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) such relocation shall be within the continental United StatesStates of America. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment assets having an aggregate value of up to Two Hundred Fifty Thousand Dollars ($150,000 in any fiscal year, 250,000) per location and (z) relocations of Collateral from a location described on Exhibit C B to another location described on Exhibit C, as the same may be amendedB) unless (i) it has provided prompt written notice to the LendersAgent, and (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 1 contract

Samples: Loan and Security Agreement (Lucira Health, Inc.)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary shall suffer a Change in of Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) such relocation shall be within the continental United StatesStates of America. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any tangible item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C B of the Disclosure Letter to another location described on Exhibit C, as B of the same may be amendedDisclosure Letter) unless (i) it has provided prompt written notice to the LendersAgent, (ii) such relocation is within the continental United States of America and, (iii) if such relocation is to a third party bailee, it has delivered used commercially reasonable efforts to deliver a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 1 contract

Samples: Loan and Security Agreement (Tarsus Pharmaceuticals, Inc.)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without at least twenty (20) days’ prior written notice to the LendersLender. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Except as set forth on Exhibit C, neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Borrower nor any Subsidiary shall not relocate any item of Collateral (other than (w) Permitted Transfers, (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment (except to the locations set forth on Exhibit C) having an aggregate value of up to $150,000 250,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.Deposit Accounts. Neither Borrower nor any Subsidiary shall maintain any Deposit Accounts, or accounts holding Investment Property, except with respect to which Lender has an Account Control Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Coronado Biosciences Inc)

Corporate Changes. Neither No Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersLender. Neither No Borrower nor any Subsidiary shall suffer a Change in Control. Neither No Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither No Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal yearyear (other than relocations of Equipment in the ordinary course of business to establish additional sources to manufacture Borrower’s Products), and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Insmed Inc)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) in the case of any Borrower, such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 250,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersAgent, (ii) in the case of any Borrower, such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 1 contract

Samples: Loan and Security Agreement (XOMA Corp)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) in the case of Borrower or any Domestic Subsidiary, such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of businessPermitted Transfers, (y) relocations of Equipment Collateral having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersAgent, (ii) in the case of Borrower or any Domestic Subsidiary, such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 1 contract

Samples: Loan and Security Agreement (Dynavax Technologies Corp)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty ten (2010) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Domestic Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) such relocation shall be within the continental United StatesStates of America. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (w) Collateral in transit in the ordinary course of business, (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersAgent, (ii) such relocation is within the continental United States andof America, and (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 1 contract

Samples: Loan and Security Agreement (Tg Therapeutics, Inc.)

Corporate Changes. Neither Other than in connection with a New Financing, neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty ten (2010) days’ prior written notice to the LendersLender. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersLender; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersLender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Zev Ventures Inc.)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) such relocation shall be within the continental United StatesStates of America. Except in connection with Permitted Transfers, neither Neither Borrower nor any Qualified Subsidiary nor any Significant Foreign Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 1,000,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersAgent, (ii) such relocation is within the continental United States of America and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 1 contract

Samples: Loan and Security Agreement (Audentes Therapeutics, Inc.)

Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the LendersAgent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the LendersAgent; and (ii) such relocation shall be within the continental United StatesStates of America. Except in connection with Permitted Transfers, neither Neither Borrower nor any Qualified Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to One Hundred Fifty Thousand Dollars ($150,000 150,000.00) in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the LendersAgent, (ii) such relocation is within the continental United States of America and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the LendersAgent.

Appears in 1 contract

Samples: Loan and Security Agreement (Antares Pharma, Inc.)

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