Defaulting Purchaser. “Defaulting Purchaser” means Purchaser, where Purchaser has caused a Payment Default under Section 11.1 of this Agreement that has not been remedied or cured.
Defaulting Purchaser. (a) If, on the Closing Date, any Purchaser defaults on its obligation to purchase the Notes that it has agreed to purchase hereunder, the non-defaulting Purchasers may in their discretion arrange for the purchase of such Notes by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Purchaser, the non-defaulting Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Purchasers to purchase such Notes on such terms. If other persons become obligated or agree to purchase the Notes of a defaulting Purchaser, either the non-defaulting Purchasers or the Company may postpone the Closing Date for up to five full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Purchasers may be necessary in any document or arrangement. As used in this Agreement, the term "Purchaser" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Article VIII, purchases Notes that a defaulting Purchaser agreed but failed to purchase.
(b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by the non-defaulting Purchasers and the Company as provided in Section 8.02(a) above, the aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, then this Agreement shall terminate without liability on the part of the non-defaulting Purchasers. Any termination of this Agreement pursuant to this Article VIII shall be without liability on the part of the Company or its Subsidiaries, except that the Company will continue to be liable for the payment of expenses as set forth in Article IX hereof and except that the provisions of Article VIII hereof shall not terminate and shall remain in effect.
(c) Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Company, its Subsidiaries or any non-defaulting Purchaser for damages caused by its default.
Defaulting Purchaser. In the event that Purchaser causes a Payment Default which has not been remedied and where Purchaser has not effected a Cured Payment Default.
Defaulting Purchaser. The term "Defaulting Purchaser" shall mean a Purchaser which fails to purchase any additional Series A Preferred Stock pursuant to a Capital Call.
Defaulting Purchaser. (a) If any Purchaser defaults in its obligation to purchase the Standby Securities that it is obligated to purchase under this Agreement, the non-defaulting Purchasers may, in their discretion, arrange for themselves or another party or other parties to purchase such Standby Securities on the terms and conditions contained in this Agreement. If within five Business Days after such default by any Purchaser, the Majority Purchasers (excluding any defaulting Purchaser) notify the Company that the non-defaulting Purchasers have not arranged for the purchase of such Standby Securities, then the Company will be entitled to a further period of 30 days within which to procure another party or other parties to purchase such Standby Securities on such terms. The term "Purchaser" as used in this Agreement will include any Person substituted under this Section 1.06 with the same effect as if such Person had originally been a party to this Agreement with respect to such Standby Securities.
Defaulting Purchaser. (a) If, on the Closing Date, any Purchaser defaults on its obligation to purchase the Notes that it has agreed to purchase hereunder, the non-defaulting Purchasers may in their discretion arrange for the purchase of such Notes by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Purchaser, the non-defaulting Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Purchasers to purchase such Notes on such terms. If other persons become obligated or agree to purchase the Notes of a defaulting Purchaser, either the non-defaulting Purchasers or the Company may postpone the Closing Date for up to five full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Purchasers may be necessary in any document or arrangement. As used in this Agreement, the term “Purchaser” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Article VIII, purchases Notes that a defaulting Purchaser agreed but failed to purchase.
Defaulting Purchaser. If a Purchaser fails to satisfy all or any portion of its obligation to purchase the Shares required to be purchased by such Purchaser on the Initial Closing Date or the Second Closing Date, as the case may be (acknowledging, for the avoidance of doubt, that no obligation exists on the part of any Purchaser to purchase Shares on the Second Closing Date, unless such Purchaser shall have delivered to the Company a notice described in Section 2.4(b) and the closing conditions contained in Section 5.3 shall have been satisfied), and so long as all of the conditions set forth in Section 5.1 or 5.3 to such Purchaser’s obligations (only to the extent applicable to such Purchaser) have been satisfied, such Purchaser shall be deemed a Defaulting Purchaser, and the Board of Directors may elect in its sole discretion to (i) bring an action to enforce such Purchaser’s obligation to satisfy its obligations to purchase the Shares agreed to be purchased by such Purchaser hereunder, including interest thereon from the time such payment was due until paid at the lesser of (A) 18% per annum, compounded on a monthly basis to the extent permitted by law, or (B) the highest rate permitted by law or (ii) decline to allow the Defaulting Purchaser to purchase Shares.
Defaulting Purchaser. (a) If any Purchaser shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within 36 hours after such default by any Purchaser you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Memorandum, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments or supplements to the Offering Memorandum which in your opinion may thereby be made necessary. The term “Purchaser” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.
Defaulting Purchaser. Notwithstanding anything to the contrary -------------------- contained in this Agreement, if, on the date of the Third Closing, any one or more of the Purchasers shall fail or refuse to purchase the Shares that it has agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Purchaser or Purchasers agreed but failed or refused to purchase on such date is not more than twenty-five percent (25%) of the aggregate number of the Shares to be purchased on such date, the other Purchasers which purchase Shares on such date may, but shall not be obligated, severally, in the proportion that the number of Shares set forth opposite the name of such Purchaser on Attachment 1 bears to the total number of Shares to be ------------ purchased by all Purchasers on such date, purchase the Shares which such defaulting Purchaser or Purchasers agreed but failed or refused to purchase on such date by delivering written notice to the Company of such Purchaser's intention to purchase such Shares.
Defaulting Purchaser. In the event of an Investment Default (as defined in the Purchase Agreement) under the Purchase Agreement, each Defaulting Purchaser (as defined in the Purchase Agreement) shall automatically forfeit all rights under this Agreement with respect to any Special Conversion Shares held by such Investor (and such Investor’s transferees). For the avoidance of doubt, all Special Conversion Shares held by such Defaulting Purchaser shall remain subject to the obligations applicable to Investors under this Agreement, including, without limitation, the transfer restrictions set forth in Section 2.12, and market-standoff agreement set forth in Section 2.11. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
