|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
may at any time terminate, or from time to time reduce, the Commitments; provided that each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000.
The Borrower shall notify the Agent in writing of any election to terminate or reduce the Commitments under Section 2.4(c)(ii) at least three (3) Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.4(c)(ii) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon other transactions, in which case such notice may be revoked by the Borrower (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with each Lender’s Pro Rata Share; provided that if any Lender is a Defaulting Lender at such time as the Borrower elects to terminate or reduce the Commitments hereunder, the Borrower may (in its discretion) apply all or any portion of the Commitments to be reduced, to the Commitment of any one or more Defaulting Lenders specified by the Borrower before applying any remaining reduction ratably to all other Lenders.
(i) Optional Prepayments. Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to prior notice in accordance with Section 2.4(d)(i)(A).
(A) Notice and Terms of Optional Prepayment. Borrower shall notify the Agent by delivery of a notice of prepayment executed by an Authorized Person of any prepayment hereunder not later than 11:00 a.m., at least three (3) Business Days prior to the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by Borrower may state that such notice is conditioned upon other transactions, in which case such notice may be revoked by the Borrower (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Agent shall advise the applicable Lenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.6(d). Each prepayment hereunder shall be in an amount that is an integral multiple of $1,000,000 (or such lesser amount or integral to repay all outstanding Loans).
(ii) Mandatory Prepayments.
(A) In the event (x) Borrower and its Subsidiaries receive any Net Cash Proceeds in any fiscal year from Non-Exclusive Licenses made pursuant to clause (d) of the definition of “Permitted Dispositions” under this Agreement and (y) if, at any time, the accumulated Excess Proceeds equal or exceed $50,000, then a prepayment of 100% of the aggregate Net Cash Proceeds (to the extent constituting Excess Proceeds) shall be required to be applied in accordance with clause (D) below.
(B) In the event that Borrower and its Subsidiaries receive any Net Cash Proceeds in excess of $25,000 (including all or a portion of any cash deposits or proceeds from any escrow agreement or other security of credit enhancements provided by or on behalf of a purchaser or the purchasers under any Sale Agreement that the Borrower and its Subsidiaries receive (and have the right to retain pursuant to the terms of any Sale Agreement, as applicable)