Description of Debentures. 3.1 The Debenture(s) will be issued in the form attached as Schedule “C”.
Description of Debentures. The Debentures shall have the following ------------------------- terms, and shall be entitled to the following rights and benefits:
Description of Debentures. The debenture forming part of the Purchased Securities (the “ Debenture ” ) shall be governed by provisions of the Debenture of the Corporation, the form of which is annexed hereto as Schedule “B”. The Debentures yield interest at the rate of twelve (12%) percent per annum compounded annually and payable on maturity of the Debentures. The Debentures mature three (3) years from the date of issue provided that the Corporation may, on ten (10) business days prior written notice to the holder redeem or prepay all or any part of the Debenture prior to maturity without notice or penalty, except that the Debenture is not redeemable by the Corporation for a period of six (6) months from the commencement date. The Debentures are unsecured obligations of the Corporation and shall rank pari passu with each other. Subject to the Exchange Cap as set out in Schedule B, the principal amount of the Debenture plus any accrued and unpaid interest shall be convertible in whole or in part at the option of the holder at a price equal to the volume weighted average price per share (calculated to the nearest one-hundredth of one cent) of the Company common stock on the Nasdaq stock market for the period of twenty consecutive trading days beginning on the twenty-third trading day immediately preceding the Closing Date and concluding at the close of trading on the third trading day immediately preceding the Closing Date per share, subject to adjustment as provided in the Debenture, at any time up to the Maturity Date as more specifically set out in the Debenture (the “ Conversion Price ”)provided that the Corporation may accelerate this right of conversion on at least ten (10) business days prior written notice to the holder if there is an effective Registration Statement registering, or a current prospectus available for, the resale of the common shares issuable on the conversion and (i) the closing price of the Corporation’s common stock exceeds two hundred (200% ) per cent of the Conversion Price for five (5) trading days in a thirty (30) day period or (ii) the Corporation wishes to redeem or pre-pay the Debentures prior to the Maturity Date.
Description of Debentures. The Company has authorized the issue and sale of $4,250,000 aggregate principal amount of its 11% Subordinated Convertible Debentures due February 13, 2002 (the "DEBENTURES"), to be dated the date of issue, to bear interest from such date at the rate of 11% per annum, payable quarterly on the first day of each February, May, August and November in each year (commencing May 1, 1997) and at maturity and to bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the rate of 13% per annum after maturity, whether by acceleration or otherwise, until paid, to be expressed to mature on February 13, 2002, and to be substantially in the form attached hereto as EXHIBIT A. Interest on the Debentures shall be computed on the basis of a 360-day year of twelve 30-day months. The Debentures are not subject to prepayment or redemption at the option of The Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in Article 2 of this Agreement. The term "Debentures" as used herein shall include each Debenture delivered pursuant to this Agreement. The terms which are capitalized herein shall have the meanings set forth in Section 10.1 hereof unless the context shall otherwise require.
Description of Debentures. The Debentures shall be issued under and pursuant to an Indenture dated as of ____________ ___, _____ (the "Indenture") between the Company and ______________________, as Trustee (the "Trustee"). The Debentures and the Indenture shall have the terms and provisions described in the Prospectus (as defined herein), provided that subsequent to the date hereof and prior to the Closing Date the form of the Indenture may be amended by mutual agreement between the Company and the Underwriters.
Description of Debentures. 2.1 Each Debenture has a face value of USD$500,000, and shall be secured against the Company's Borate Hills Property located in Nevada in accordance with the Security Agreement attached hereto as Exhibit B hereto. Certificate(s) representing the Debenture will be in the form attached as Exhibit A hereto. Each Debenture shall have a term expiring on the date that is five (5) years from the date of issuance (the "Due Date"). All or any portion of the outstanding principal sum and accrued interest of each Debenture is convertible from time to time on or after the Closing Date at the option of the Purchaser into common shares (the "Shares") in the capital stock of Company. The price per share at which the Debenture may be converted shall be one half of the average of the closing price of the Issuer’s common stock (as quoted by OTC Markets) on the five (5) trading days immediately following receipt of notice of conversion and ending on the Conversion Date. The Debenture is due and payable on the Due Date, if not converted on the Due Date. The Purchaser may, at its option, elect to convert the Debenture held by him in accordance with the foregoing in lieu of receiving any funds payable under the Debenture. The Debenture and the Shares are herein collectively referred to as the “Securities”.
Description of Debentures. Subject to the provisions of Section 1.01, all or any portion of the principal and accrued interest of each Debenture is convertible into Common Stock at the election of the holder thereof into the number of shares of Common Stock equal to the lower of (i) the unpaid principal amount of the Debenture plus accrued interest divided by $9.50 per share, or (ii) 84% of the average closing bid price of the Company's Common Stock on the Nasdaq National Market (or such other stock exchange, quotation service or over the counter market on which the Company's Common Stock may be traded) for the ten (10) trading days prior to the date that a written request to convert is received by the Company at its principal offices or by its transfer agent (the "Conversion Date"). Each Debenture shall bear interest at the rate of 7% per annum until the first to occur of four years from the date of the Debenture (the "Maturity Date") or until the Conversion Date, provided, however, that if the Common Stock into which the Debentures are convertible is not registered with the Commission pursuant to Section 6.01 hereof within 120 days of the First Closing Date, the Debenture will bear interest at the rate of 15% from the 120th day until the first to occur of the Maturity Date or the Conversion Date. If the price per share at which any Debenture is to be converted on the applicable Conversion Date is less than $8 per share, the Company has the right to decline to permit such conversion and instead redeem the Debenture by payment of 116% of the principal amount of such Debenture, together with accrued interest (the "116% Redemption Amount"). Repayment of the principal of and interest on the Debentures is expressly subordinated to the Company's secured debt in favor of banks, savings and loan associations, institutions or other asset-based lenders, in an amount up to $25,000,000, irrespective of whether such debt is currently owed or is incurred in the future. Holders of Debentures have registration rights with respect to the Common Stock issuable upon conversion of the Debentures as set forth in Section 6.01. The form of Debenture is attached hereto as Exhibit A. Notwithstanding the failure of any Debenture to recite any of the terms of this Agreement applicable to such Debenture, all of such terms shall be binding upon and inure to the benefit of all Holders of Debentures.
Description of Debentures. (a) The Company has authorized the issue and sale of $4,000,000 aggregate principal amount of its 12% Subordinated Debentures due March 27, 2004 (the "Debentures"), to be dated the date of issue, to bear interest from such date at the rate of 12% per annum, payable quarterly by automatic debit on the first day of each February, May, August and November in each year (commencing May 1, 1997) and at maturity and to bear interest on overdue principal (including any overdue required prepayment of principal or optional prepayment of principal pursuant to Section 5.24) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the rate of 13% per annum after maturity, whether by acceleration or otherwise, until paid, to be expressed to mature on March 27, 2004, and to be substantially in the form attached hereto as Exhibit A-1. Interest on the Debentures shall be computed on the basis of a 360-day year of twelve 30-day months. The Debentures are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in Section 5.24 of this Agreement. The term "Debentures" as used herein shall include each Debenture delivered pursuant to this Agreement. The terms which are capitalized herein shall have the meanings set forth in Section 10 hereof unless the context shall otherwise require.
Description of Debentures. The Company proposes to issue and sell to the Underwriter $25,000,000 aggregate principal amount of ---% Debentures due 2018 (the "Debentures") described in the Indenture (as defined below). The Debentures are more fully described in the Registration Statement and Prospectus hereinafter defined. The Debentures will be issued by the Company under its Trust Indenture dated March 1, 1998 (the "Indenture") between the Company and The Fifth Third Bank, as trustee (the "Trustee"). No amendments to the Indenture will be made prior to the Closing Date hereinafter referred to without your prior approval.
Description of Debentures. 2.1 The Debentures shall be issued under and governed by the terms and conditions set forth in the certificates (the "Certificates") evidencing the Debentures. The following description of the Debentures is a summary only and is subject to the detailed provisions of the Certificates evidencing the Debentures.
