GENASYS INC. : Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)
Item 1.01 Conclusion of a Material Definitive Agreement.
The Loan Agreement includes limitations on the ability of the Company (without the prior consent of the Lender) to, among other things, grant certain privileges, contract certain debts, make certain investments, engage in certain mergers and acquisitions, assign assets, establish new subsidiaries, make certain distributions, make certain capital expenditures, enter into certain affiliate transactions, make certain changes to its accounting practices or constitutive documents and use funds in any way resulting in sanctions or violations of the law by the Company. The Loan Agreement also requires the Company to take certain actions with the loan funds, to be up to date on its payment obligations, to maintain its existence, to comply with applicable laws and contractual obligations. , that it keeps its books and records and allows the Lender to carry out inspections of its books and records, to provide quarterly and annual financial information and other financial information, to maintain some insurance coverage and to make so that its subsidiary guarantees the debt in certain circumstances. The loan agreement contains other restrictive covenants customary for such an arrangement, as well as minimum cash flow ratio and leverage ratio clauses.
Events of default under the Loan Agreement and the Note include, but are not limited to, defaults on payments, breaches of covenants, defaults on other significant indebtedness of the Company and the occurrence of a change of control. . In the event of certain events of default, the Lender may, among other remedies, declare all principal and unpaid interest immediately due and payable and exercise all other rights and remedies available to it under the Loan Agreement, the Note and the warranty contract.
The above description of the Loan Agreement, Note and Credit Agreement and the transactions contemplated therein does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, the Credit Memorandum and Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3 of this current report on Form 8-K and which are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an off-balance sheet arrangement of a registrant.
Information provided in section 1.01 of this current report on Form 8-K is also sensitive to section 2.03 of this current report on Form 8-K and is incorporated by reference in this section 2.03.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Loan Agreement, by and between the Company and
MUFG Union Bank, N.A.
10.2 Promissory note, from the Company in favor of
10.3 Security Agreement, by and between the Company and
MUFG Union Bank, N.A.
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