Pre-Paid Advances Clause Examples

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 Annex II attached hereto, the Investor shall advance to the Company the aggregate principal amount of $15,000,000 in the tranches set forth below, which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (each, a “Promissory Note”). Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the first Pre-Paid Advance shall be in a principal amount of $3,000,000 (the “First Pre-Paid Advance”) and advanced on the date of the execution of this Agreement (the “First Pre-Advance Closing”), the second Pre-Paid Advance shall be in a principal amount of $3,000,000 (the “Second Pre-Paid Advance”) and advanced on the second Trading Day after the initial Registration Statement is filed with the SEC (the “Second Pre-Advance Closing”), the third Pre-Paid Advance shall be in a principal amount of $2,000,000 (the “Third Pre-Paid Advance”) and advanced on the second Trading Day after the initial Registration Statement is declared effective by the SEC (the “Third Pre-Advance Closing”), and the Fourth Pre-paid Advance shall be in a principal amount of $7,000,000 (the “Fourth Pre-Paid Advance,” and each of the First Pre-Paid Advance, the Second Pre-Paid Advance, the Third Pre-Paid Advance and the Fourth Pre-Paid Advance, a “Pre-Paid Advance”) and advanced upon the mutual consent of the Company and the Investor(the “Fourth Pre-Advance Closing,” and each of the First Pre-Advance Closing, the Second Pre-Advance Closing, the Third Pre-Advance Closing and the Fourth 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 I attached hereto, upon the request of the Company, the Investor shall advance to the Company up to $5,000,000 (after deducting any discounts set forth herein) of the Commitment Amount hereunder (each, a “Pre-Paid Advance”), which shall be evidenced by a promissory note in the form attached hereto as Exhibit C (the “Promissory Note”). Each Pre-Paid Advance shall be advanced to the Company in whole or in part, within two days of each request made by the Company (each, a “Pre-Advance Closing”). The Company may request up to $1,500,000 of Pre-Paid Advances (the “Pre-Effective Advances”) at any time from the date hereof until the earlier of (i) the date that is 120 days following the date hereof, or (ii) the effective date of the initial Registration Statement, and the Company may request up to $3,500,000 of Pre-Paid Advances less the amount of any Pre-Effective Advances (the “Post-Effective Advances”) at any time from the effectiveness of the Registration Statement until the date that is 60 days following the effective date of the Registration Statement, in each case subject to the satisfaction of the conditions set forth in Annex I attached hereto. Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. At each Pre-Advance Closing the Investor shall advance to the Company the amount of the Pre-Paid Advance, less a discount in the amount equal to 5% 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 the Promissory Note with a principal amount equal to the full amount of the Pre-Paid Advance, duly executed on behalf of the Company. Unless otherwise agreed by the Investor and the Company, any Advances delivered while the Promissory Note is outstanding shall first be used to satisfy any Installment Amount (as defined in the Promissory Note) coming due.

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. Subject to the satisfaction of the conditions set forth in Xxxxx XXX 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 “Pre-Advance 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 I attached hereto, upon the request of the Company, the Investor shall advance to the Company up to $700,000 of the Commitment Amount hereunder (each, a “Pre-Paid Advance”), which shall be evidenced by a promissory note in the form attached hereto as Exhibit C (the “Promissory Note”). The Pre-Paid Advance shall be advanced to the Company in whole or in part, within two days of each request made by the Company, which requests may be made beginning on the date of approval of the shareholders of the Company for the issuance of shares under the rules of the Nasdaq (each, a “Pre-Advance Closing”). Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. At each Pre-Advance Closing the Investor shall advance to the Company the amount of the Pre-Paid Advance, less a discount in the amount equal to 3% 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 the Promissory Note with a principal amount equal to the full amount of the Pre-Paid Advance, duly executed on behalf of the Company. Unless otherwise agreed by the Investor, any Advances delivered while the Promissory Note is outstanding shall first be used to satisfy any Installment Amount (as defined in the Promissory Note) coming due.

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.