TPTX » Topics » Conditions Precedent to Initial Credit Extension.

This excerpt taken from the TPTX 8-K filed Oct 10, 2006.
Conditions Precedent to Initial Credit Extension.

 

The Lenders’ agreement to make the initial Credit Extension is subject to the condition precedent that Lenders shall have received, in form and substance satisfactory to Lenders, such documents and completion of such other matters, as Lenders may reasonably deem necessary or appropriate, including, without limitation, the following:

 

(a)                                  this Agreement;

 

(b)                                 a certificate of the Secretary of Borrower with respect to articles, by-laws, incumbency and resolutions authorizing the execution and delivery of this Agreement;

 

(c)                                  Perfection Certificate by Borrower;

 

(d)                                 Borrower shall have delivered a payoff letter from Comerica Bank in substance satisfactory to Lenders in the form of Exhibit E;

 

(e)                                  Borrower shall have delivered a payoff letter from GE Capital in substance satisfactory to Lenders in the form of Exhibit E duly executed and delivered by Borrower;

 

(f)                                    a Warrant to Purchase Stock in favor of SVB in substance satisfactory to SVB in the form of Exhibit F and a Warrant to Purchase Stock in favor of Oxford in substance satisfactory to Oxford in the form of Exhibit G duly executed and delivered by Borrower;

 

(g)                                 financing statement (Form UCC-1);

 

(h)                                 Account Control Agreement (Comerica Bank);

 

(i)                                     insurance certificate;

 

(j)                                     payment of the fees and Lenders Expenses then due specified in Section 2.4 hereof;

 

(k)                                  Certificate of Foreign Qualification (if applicable);

 

(l)                                     Certificate of Good Standing/Legal Existence; and

 

(m)                               such other documents, and completion of such other matters, as Lenders may reasonably deem necessary or appropriate.

 

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