Pre-Paid Advances Sample Clauses

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the principal amount of $4,000,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (the “Promissory Note”). The first Pre-Paid Advance shall be in a principal amount of $2,000,000 and advanced up the Effective Date of this Agreement (the “First Pre-Advance Closing”), and the second Pre-Paid Advance shall be in a principal amount of $2,000,000 and advanced on the second Trading Day after the effectiveness of the initial Registration Statement (the “Second Pre-Advance Closing”) (individually referred to as a “Pre-Advance Closing” and collectively referred to as the “Pre-Advance Closings”).

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the principal amount of $6,500,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (each, a “Promissory Note”), and shall be advanced on the Effective Date of this Agreement (the “Pre-Advance Closing”).

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in ▇▇▇▇▇ ▇▇▇ attached hereto, the Investor shall advance to the Company up to $3,500,000 of the Commitment Amount hereunder, in tranches (each tranche, a “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit D (each, a “Promissory Note”). The first Pre-Paid Advance shall be in an amount of $1,500,000 and advanced upon the signing of this Agreement (the “First Pre-Advance Closing”), and the second Pre-Paid Advance shall be in an amount of $2,000,000 and advanced on the second Trading Day after the effectiveness of the initial Registration Statement (the “Second Pre-Advance Closing”) (individually referred to as a “Pre-Advance Closing” and collectively referred to as the “PreAdvance Closings”). Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. The First Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the date hereof, provided that the conditions set forth on Annex III have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the effectiveness of the initial Registration Statement, provided that the conditions set forth on Annex III have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). At each Pre-Advance Closing the Investor shall advance to the Company the amount of such Pre-Paid Advance, less a discount in the amount equal to 8% of the amount of the Pre-Paid Advance, in immediately available funds to an account designated by the Company in writing, and the Company shall deliver a Promissory Note with a principal amount equal to the full amount of the Pre-Paid Advance, duly executed on behalf of the Company.

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the principal amount of $15,000,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (each, a “Promissory Note,” and collectively, the “Promissory Notes”), in three tranches. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the first tranche of the Pre-Paid Advance shall be in a principal amount of $5,000,000 and advanced on the Effective Date of this Agreement (the “First Pre-Advance Closing”), the second tranche of the Pre-Paid Advance shall be in a principal amount of $5,000,000 and advanced on the second Trading Day after the filing of the initial Registration Statement (the “Second Pre-Advance Closing”), and the third tranche of the Pre-Paid Advance shall be in a principal amount of $5,000,000 and advanced on the second Trading Day after the later of (i) the initial Registration Statement first becoming effective and (ii) the Company’s receipt of shareholder approval to issue Common Shares in connection with the transactions contemplated by the Transaction Documents in excess of the Exchange Cap (the “Third Pre-Advance Closing”) (each of the First Pre-Advance Closing, Second Pre-Advance Closing and Third Pre-Advance Closing individually referred to as a “Pre-Advance Closing” and collectively referred to as the “Pre-Advance Closings”).

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the principal amount of $6,000,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (each, a “Promissory Note”) in two tranches. The first tranche of the Pre-Paid Advance shall be in a principal amount of $5,000,000 and, subject to the satisfaction of the conditions set forth in Annex II attached hereto, advanced on the Effective Date of this Agreement (the “First Pre-Advance Closing”), and the second tranche of the Pre-Paid Advance shall be in a principal amount of $1,000,000 and, subject to the satisfaction of the conditions set forth in Annex II attached hereto, advanced on the second Trading Day after the initial Registration Statement first becoming effective (the “Second Pre-Advance Closing,” and together with the First Pre-Advance Closing, each a “Pre-Advance Closing” and collectively the “Pre-Advance Closings”).

Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the principal amount of US$4,000,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (each a “Promissory Note”). The first Pre-Paid Advance shall be in a principal amount of US$1,000,000 and advanced upon the Effective Date of this agreement (the “First Pre-Advance Closing”); the second Pre-Paid Advance shall be in a principal amount of US$1,000,000 and advanced on the second Trading Day after the filing of the initial Registration Statement to be filed pursuant to the Registration Rights Agreement (the “Second Pre-Advance Closing”); and the third Pre-Paid Advance shall be in a principal amount of US$2,000,000 and advanced on the second Trading Day after the initial Registration Statement to be filed pursuant to the Registration Rights Agreement becomes effective (the “Third Pre-Advance Closing”) (individually referred to as a “Pre-Advance Closing” and collectively referred to as the “Pre-Advance Closings”).

Pre-Paid Advances. Subject to the mutual consent of the parties, the Investor shall advance to the Company the principal amount of $40,000,000 (the “Pre-Paid Advance”) within 45 days of the Effective Date on terms as may be agreed upon by the parties. Subject to the mutual consent of the parties, after the 45th day following the Effective Date, as long as no Pre-Paid Advance is outstanding, the Investor shall advance to the Company the principal amount of up to $40,000,000, which can be made from time to time, in whole or in part, at such time and on such terms as both parties agree.

Pre-Paid Advances. The parties hereby agree that the Company may, at any time and from time to time during the Commitment Period, and subject to Section 2.02 below, request a Pre-Paid Advance (each tranche, a “Pre-Paid Advance”) in an amount not to exceed the Maximum Pre-Paid Advance Amount from the Investor by providing a written notice of such request to the Investor (the “Request”). Each Pre-Paid Advance shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit C (each, a “Promissory Note”). The closing of each Pre-Paid Advance shall take place on or before the third business day following the date of such Request, or such earlier date as may be agreed by the Investor (the date of the closing of each Pre-Paid Advance shall be referred to as the “Pre-Advance Date”). On each Pre-Advance Date the Investor shall pay to the Company an amount equal to 92% of the amount of the Pre-Paid Advance set forth in such Request in immediately available funds to an account designated by the Company in writing, and the Company shall deliver a Promissory Note with a principal amount equal to the full amount of the Pre-Paid Advance, duly executed on behalf of the Company.

Pre-Paid Advances. Section 2.01