SEC Filings

10-K
AUDENTES THERAPEUTICS, INC. filed this Form 10-K on 03/13/2017
Entire Document
 

 

the net transfer on a substantially contemporaneous basis of cash proceeds to employees, officers or directors relating to the purchase of capital stock of Borrower pursuant to employee stock purchase plans or other similar agreements approved by Borrower’s Board of Directors; (viii) Investments consisting of travel advances in the ordinary course of business; (ix) Investments in Domestic Subsidiaries, including newly-formed Domestic Subsidiaries, provided that each such Domestic Subsidiary enters into a Joinder Agreement promptly after its formation by Borrower and executes such other documents as shall be reasonably requested by Agent; (x) Investments in Significant Foreign Subsidiaries provided that such Significant Foreign Subsidiaries have executed and delivered a Joinder Agreement or a Guaranty, unless otherwise approved in advance in writing by Agent, (xi) Investments in Cayman Subsidiary provided that, unless otherwise approved in advance in writing by Agent, (A) such Investments, when combined with Permitted Transfers of a similar nature, shall not exceed $5,000,000 per fiscal quarter, (B) the amount of Cash held on deposit abroad by Cayman Subsidiary shall not exceed $6,000,000 at any given time, (C) Cayman Subsidiary shall not have issued any secured indebtedness, and (D) gross unsecured liabilities of Cayman Subsidiary owed to parties other than Borrower or its Affiliates shall not exceed $1,000,000 in the aggregate at any given time; (xii) Investments in Foreign Subsidiaries other than Cayman Subsidiary or Significant Foreign Subsidiaries, provided that, unless otherwise approved in advance in writing by Agent, (A) , the amount of Cash Investments and in kind transfers, when combined with Permitted Transfers of a similar nature, shall not exceed an aggregate amount of $2,000,000 (with such amount increased to $5,000,000 from and after Borrower’s receipt of at least $50,000,000 of net proceeds from the sale or issuance of its equity securities in an equity financing) per fiscal year, (B) total assets inclusive of Cash held on deposit abroad by such Foreign Subsidiaries in the aggregate shall not exceed $2,000,000 (with such amount increased to $3,000,000 from and after Borrower’s receipt of at least $50,000,000 of net proceeds from the sale or issuance of its equity securities in an equity financing) at any given time, (C) such Foreign Subsidiaries shall not have issued any secured indebtedness, and (D) gross unsecured liabilities of all such Foreign Subsidiaries owed to parties other than Borrower or its Significant Foreign Subsidiary Affiliates shall not exceed $2,000,000 (with such amount increased to $3,000,000 from and after Borrower’s receipt of at least $50,000,000 of net proceeds from the sale or issuance of its equity securities in an equity financing) in the aggregate at any given time; (xiii) joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrower do not exceed $750,000 in the aggregate in any fiscal year; and (xiv) additional Investments that do not exceed $750,000 in the aggregate unless approved in advance in writing by Agent.

“Permitted Liens” means any and all of the following: (i) Liens in favor of Agent or Lender; (ii) Liens existing on the Closing Date which are disclosed in Schedule 1C; (iii) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings; provided, that Borrower maintains adequate reserves therefor in accordance with GAAP; (iv) Liens securing claims or demands of materialmen, artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising in the ordinary course of Borrower’s business and imposed without action of such parties; provided, that the payment thereof is not yet required; (v) Liens arising from judgments, decrees or attachments in circumstances which do not constitute an Event of Default hereunder; (vi) the following deposits, to the extent made in the ordinary course of business:  deposits under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the

7