Common use of Events of Default; Acceleration of Notes Clause in Contracts

Events of Default; Acceleration of Notes. If any of the following conditions or events ("Events of Default") shall occur and be continuing: (a) any payment or prepayment of principal of or premium on any Note shall not be made when the same becomes due and payable, whether at maturity, at a date fixed for prepayment, upon acceleration or otherwise; or (b) any payment of interest on any Note shall not be made when the same becomes due and payable and such default shall continue for five days following the date on which such payment was due and payable; or (c) the Company shall default in the due and punctual performance of or compliance with any covenant, condition or agreement to be performed or observed by it under Section 9.3(b) or Section Section 9.10 through 9.20 hereof or shall use the proceeds of sale of the Notes other than as described in Section 1.3 hereof; or (d) the Company shall default in the due and punctual performance of or compliance with any other covenant, condition or agreement to be performed or observed by it under any provision hereof (other than as provided for in paragraphs (a), (b) and (c) of this Section 11.1) and any such failure shall continue unremedied for 30 days after the date on which a Responsible Officer of the Company or any holder of a Note obtains knowledge of such default; or (e) any representation or warranty of the Company or any Subsidiary contained in this Agreement or in any certificate or other written statement or agreement furnished or made in connection herewith or pursuant hereto shall prove to have been false or inaccurate in any material respect on the date as of which such representation or warranty was made; or (f) the Company, or any Restricted Subsidiary shall, in respect of any of its Indebtedness (excluding the Notes) (i) fail to pay any amount of Indebtedness, when due, whether at maturity, at a date fixed for payment, upon acceleration or otherwise, or (ii) default in the performance or observance of any other provision contained in any instrument or agreement evidencing such Indebtedness (which default shall not have been waived and any grace period with respect to which shall have expired), if in either (i) (except with respect to a payment due at maturity) or (ii) hereinabove, the effect of such default is to cause or permit the holder of such Indebtedness or a trustee or agent to cause, such Indebtedness to become or be declared due and payable prior to its scheduled maturity; or (g) a final judgment or judgments entered by a court or courts of competent jurisdiction for the payment of money in excess of $250,000 in the aggregate shall be rendered

Events of Default; Acceleration of Notes. If any Each of the following conditions or events ("Events shall be deemed an Event of Default") shall occur and be continuingDefault hereunder: (a) the Company shall fail to make any payment or prepayment of principal of or premium or interest on any Note shall not be made when the same becomes due and payable, whether at maturity, at a date fixed for prepayment, upon acceleration or otherwise; oror 16 (b) any payment representation or warranty of interest the Company contained in this Securities Exchange Agreement or in any agreement, instrument, certificate, statement or other writing furnished in connection herewith or pursuant hereto shall prove to have been false or inaccurate in any material respect on any Note shall not be made when the same becomes due and payable and such default shall continue for five days following the date on as of which such payment representation or warranty was due and payablemade; or (c) the Company shall default in the due and punctual performance of or compliance with any covenant, condition or agreement to be performed or observed by it under Section 9.3(b) or Section Section 9.10 through 9.20 hereof or shall use the proceeds of sale of the Notes other than as described in Section 1.3 hereofthis Securities Exchange Agreement; or (d) the Company shall default in the due and punctual performance of or compliance with any other covenant, condition or agreement to be performed or observed by it under any provision hereof (other than as provided for in paragraphs (a), (b) and (c) of this Section 11.1) and any such failure shall continue unremedied for 30 days after the date on which a Responsible Officer of the Company insurance policies required pursuant to 8.14 shall lapse or any holder of a Note obtains knowledge of expire without being replaced by other insurance policies that comply with 8.14 prior to such defaultlapse or expiration; or (e) any representation or warranty of the Company or any Subsidiary contained in this Agreement or in any certificate or other written statement or agreement furnished or made in connection herewith or pursuant hereto shall prove to have been false or inaccurate in any material respect on the date as of which such representation or warranty was made; or (f) the Company, or any Restricted Subsidiary shall, in respect of any of its Indebtedness (excluding the Notes) (i) fail to pay any amount of Indebtedness, when due, whether at maturity, at a date fixed for payment, upon acceleration or otherwise, or (ii) default in the performance or observance of any other provision contained in any instrument or agreement evidencing such Indebtedness (which default shall not have been waived and any grace period with respect to which shall have expired), if in either (i) (except with respect to a payment due at maturity) or (ii) hereinabove, the effect of such default is to cause or permit the holder of such Indebtedness or a trustee or agent to cause, such Indebtedness to become or be declared due and payable prior to its scheduled maturity; or (g) a final judgment or judgments entered by a court or courts of competent jurisdiction for the payment of money in excess of $250,000 500,000 in the aggregate shall be renderedrendered against the Company and shall remain in force undischarged and unstayed for a period of more than thirty (30) days; or (f) the Company shall (i) commence a voluntary case under any chapter of the Federal Bankruptcy Code (11 U.S.C. 101, et seq., as amended) as now or hereafter in effect, or shall consent to (or fail to controvert in a timely manner) the commencement of an involuntary case against the Company under said Code; (ii) institute proceedings for liquidation, rehabilitation, readjustment or composition (or for any related or similar purpose) under any law (other than the Federal Bankruptcy Code as now or hereafter in effect) relating to financially distressed debtors, their creditors or property, or shall consent to (or fail to controvert in a timely manner) the institution of any such proceedings against the Company;

Events of Default; Acceleration of Notes. If any of the following conditions or events ("Events of Default") shall occur and be continuing: (a) any payment or prepayment of principal of or premium on any Note shall not be made when the same becomes due and payable, whether at maturity, at a date fixed for prepaymentupon acceleration, upon acceleration or otherwise; or (b) any payment of interest on any Note shall not be made when the same becomes due and payable and such default shall continue for five days (5) Business Days following the date on which such payment was due and payable; or (c) the Company shall default in the due and punctual performance of or compliance with any covenant, condition or agreement to be performed or observed by it under Section 9.3(b) or Section Section 9.10 through 9.20 hereof or shall use the proceeds of sale of the Notes other than as described in Section 1.3 hereof; or (d) the Company shall default material respect in the due and punctual performance of or compliance with any other covenant, condition or agreement to be performed or observed by it under any provision hereof (other than as provided for in paragraphs (a)hereof, (b) and (c) of this Section 11.1) and any such failure shall continue unremedied for 30 days after the date on which a Responsible Officer of the Company or any holder of a Note obtains knowledge of such defaultthirty (30) days; or (ed) any representation representation, warranty, certification or warranty statement of the Company Company, made or any Subsidiary contained in this Agreement Agreement, or in any certificate agreement, instrument, certificate, statement or other written statement or agreement writing furnished or made in connection herewith or therewith or pursuant hereto or thereto, shall prove to have been false or inaccurate in any material respect on the date as of which such representation or warranty was made; , or (fe) the Companyholder, trustee or agent of any Indebtedness of Money Borrowed of the Company or any Restricted Subsidiary of its Affiliates shall, in respect of any of its Indebtedness for Money Borrowed (excluding the Notes) (i) fail to pay any amount of Indebtednessin an amount, when due, whether at maturity, at a date fixed for payment, upon acceleration individually or otherwise, or (ii) default in the performance or observance of any other provision contained in any instrument or agreement evidencing such Indebtedness (which default shall not have been waived and any grace period with respect to which shall have expired)aggregate, if in either (i) (except with respect to a payment due at maturity) or (ii) hereinabove, exceeding $10,000,000 causes the effect of such default is to cause or permit the holder maturity of such Indebtedness for Money Borrowed to be accelerated or a trustee or agent to cause, such Indebtedness otherwise to become or be declared due and payable prior to its scheduled stated maturity; or, or to take any action to realize upon any assets or property of the Company or any of its Affiliates under any agreement or instrument evidencing or securing such Indebtedness for Money Borrowed; (gf) a final judgment or judgments entered by a court or courts of competent jurisdiction for the payment of money in excess of $250,000 3,000,000 in the aggregate shall be renderedrendered against the Company or any of its Affiliates and shall remain in force undischarged and unstayed for a period of more than forty-five (45) days; or (g) either of the Company or Enterprises becomes insolvent or bankrupt, is generally not paying its debts as they become due or makes an assignment for the benefit of creditors, or either of the Company or Enterprises causes or suffers an order for relief to be entered with respect to it under applicable federal bankruptcy law or applies for or consents to the appointment of a custodian, trustee or receiver for either of the Company or Enterprises or for the major part of the property of either; or (h) a custodian, trustee or receiver is appointed for either of the Company or Enterprises or for the major part of the property of either and is not discharged within 60 days after such appointment; or (i) bankruptcy, reorganization, arrangement or insolvency proceedings, or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against either of the Company or Enterprises and, if instituted against either of the Company or Enterprises, are consented to or are not dismissed within 60 days after such institution. then:

Events of Default; Acceleration of Notes. If any of the following conditions or events ("Events of Default") shall occur and be continuing: (a) if any payment or prepayment (whether optional or mandatory) of principal of or premium on any Note shall not be made when the same becomes due and payable, whether at maturity, at a date fixed for prepayment, upon acceleration or otherwise; or (b) if any payment of interest on any Note shall not be made when the same becomes due and payable and such default shall continue for five ten days following the date on which such payment was due and payable; or (c) any representation or warranty of the Company contained in this Agreement or in any agreement, instrument, certificate, statement or other writing furnished in connection herewith or therewith or pursuant hereto or thereto shall prove to have been false or inaccurate in any material respect on the date as of which such representation or warranty was made; or (d) the Company shall default in the due and punctual performance of or compliance with any covenant, condition or agreement to be performed or observed by it under Section 9.3(b) or Section Section 9.10 through 9.20 hereof or shall use the proceeds of sale of the Notes other than as described in Section 1.3 hereof; or (d) the Company shall default in the due and punctual performance of or compliance with any other covenant, condition or agreement to be performed or observed by it under any provision hereof (other than as provided for in paragraphs (a), (b) and (c) of this Section 11.1) Agreement and any such failure shall continue unremedied for default is not remedied within 30 days after the date on which a Responsible Officer Company's receipt of notice of the Company or any holder of a Note obtains knowledge of such defaultdefault from the Purchaser; or (e) the Company shall default with respect to its payment obligations under the Senior Loan Agreement and any representation or warranty such default results in the acceleration of the Company or any Subsidiary contained in this Agreement or in any certificate or other written statement or agreement furnished or made in connection herewith or pursuant hereto shall prove to have been false or inaccurate in any material respect on the date as of which such representation or warranty was madeSenior Indebtedness; or (f) the Company, Company or any Restricted its Subsidiary shall, in respect of any of its Indebtedness (excluding the Notes) shall (i) fail to pay when due principal of or interest on any Indebtedness for Money Borrowed of the Company or such Subsidiary with an outstanding aggregate principal amount of Indebtedness, when dueat least $2,000,000, whether at maturity, at a date fixed for paymentprepayment, upon acceleration or otherwise, and such failure continues after the expiration of any applicable grace period or (ii) at any time that no Designated Senior Indebtedness is outstanding, default in the performance or observance of any other provision contained in any instrument or agreement evidencing such Indebtedness (which default shall not have been waived and any grace period with respect to which shall have expired)for Money Borrowed, if in either (i) (except with respect to a payment due at maturity) or (ii) hereinabove, the effect of such default is to permit or cause or permit the holder Indebtedness for Money Borrowed with an outstanding aggregate principal amount of such Indebtedness or a trustee or agent to cause, such Indebtedness at least $2,000,000 to become or be declared due and payable prior to its scheduled maturity; or (g) a final judgment or judgments entered by a court or courts of competent jurisdiction for the payment of money in excess of $250,000 1,000,000 in the aggregate shall be renderedrendered against the Company and shall remain in force undischarged and unstayed for a period of more than 60 days; or (h) the Company or any Subsidiary shall commence a voluntary case under any chapter of the Federal Bankruptcy Code as now or hereafter in effect; or (i) the Company or any Subsidiary shall institute proceedings for liquidation, rehabilitation, readjustment or composition (or for any related or similar purpose) under any law (other than the Federal Bankruptcy Code, as now or hereafter in effect) relating to financially distressed debtors, their creditors or property, or shall consent to (or fail to controvert in a timely manner) the institution of any such proceedings against the Company or any Subsidiary; or (j) the Company or any Subsidiary shall be unable, or shall admit in writing its inability, to pay its debts as they become due, or shall make an assignment for the benefit of creditors or enter into any arrangement for the adjustment or composition of debts or claims; or (k) a court or other governmental authority or agency having jurisdiction in the premises shall enter a decree or order (i) for the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or its Subsidiary or of any part of its property, or for the winding-up or liquidation of its affairs or (ii) for the sequestration or attachment of any material part of the property of the Company or any Subsidiary without its unconditional return to the possession of the Company or any Subsidiary, or its unconditional release from such sequestration or attachment, within 60 days thereafter; or (l) a court having jurisdiction in the premises shall enter an order for relief in any involuntary case commenced against the Company or its Subsidiary under the Federal Bankruptcy Code and the order remains unstayed and in effect for 60 days; or (m) a court or other governmental authority or agency having jurisdiction in the premises shall enter a decree or order approving or acknowledging as properly filed or commenced against the Company or its Subsidiary a petition or proceedings for liquidation, rehabilitation, readjustment or composition (or for any related or similar purpose) under any law (other than the Federal Bankruptcy Code, as now or hereafter in effect) relating to financially distressed debtors, their creditors or property, and any such decree or order shall remain in force undischarged and unstayed for a period of more than 60 days; (i) upon the occurrence and continuance of any of the Events of Default set forth in subSection s (h) through (l), inclusive, of this Section 12.1, the Notes shall automatically mature and become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, together with interest and premium, if any, accrued thereon, without presentment, demand, protest or notice of any kind, all of which are hereby waived; (ii) upon the occurrence and continuance of any of the Events of Default set forth in subSection s (a) or (b) of this Section 12.1, the Purchaser may, in respect of the Notes then held by the Purchaser, at any time (unless all defaults shall theretofore have been waived or remedied) at its option by written notice to the Company declare the Notes to be due and payable whereupon the same shall mature and become due and payable, together with interest and premium, if any, accrued thereon, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; or (iii) upon the occurrence and continuance of any of the Events of Default set forth in subSection s (a) through (g), inclusive, and subSection (m), of this Section 12.1, the Purchaser may, in respect of all the Notes, at its option by written notice to the Company, declare all of the Notes to be due and payable whereupon the same shall mature and become due and payable, together with interest and premium, if any, accrued thereon, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived.

Events of Default; Acceleration of Notes. If any of the following conditions or events ("Events of Default") shall occur and be continuing: (a) if any payment or prepayment (whether optional or mandatory) of principal of or premium on any Note shall not be made when the same becomes due and payable, whether at maturity, at a date fixed for prepayment, upon acceleration or otherwise; or (b) if any payment of interest on any Note shall not be made when the same becomes due and payable and such default shall continue for five ten days following the date on which such payment was due and payable; or (c) any representation or warranty of the Company contained in this Agreement or in any agreement, instrument, certificate, statement or other writing furnished in connection herewith or therewith or pursuant hereto or thereto shall prove to have been false or inaccurate in any material respect on the date as of which such representation or warranty was made; or (d) the Company shall default in the due and punctual performance of or compliance with any covenant, condition or agreement to be performed or observed by it under Section 9.3(b) or Section Section 9.10 through 9.20 hereof or shall use the proceeds of sale of the Notes other than as described in Section 1.3 hereof; or (d) the Company shall default in the due and punctual performance of or compliance with any other covenant, condition or agreement to be performed or observed by it under any provision hereof (other or of any Conversion Agreement and the holders of more than as provided for in paragraphs (a), (b) and (c) 50% of this Section 11.1) the aggregate principal amount of Notes then outstanding notify the Company of such default and any such failure default shall continue unremedied for 30 days after the date on which a Responsible Officer of the Company or any holder of a Note obtains knowledge receipt of such defaultnotice; or (e) any representation or warranty of the Company or any its Subsidiary contained in this Agreement or in any certificate or other written statement or agreement furnished or made in connection herewith or pursuant hereto shall prove to have been false or inaccurate in any material respect on the date as of which such representation or warranty was made; or (f) the Company, or any Restricted Subsidiary shall, in respect of any of its Indebtedness (excluding the Notes) (i) fail to pay when due principal of or interest on any Indebtedness for Money Borrowed of the Company or such Subsidiary with an outstanding aggregate principal amount of Indebtedness, when dueat least $2,000,000, whether at maturity, at a date fixed for paymentprepayment, upon acceleration or otherwise, and such failure continues after the expiration of any applicable grace period or (ii) at any time that no Designated Senior Indebtedness is outstanding, default in the performance or observance of any other provision contained in any instrument or agreement evidencing such Indebtedness (which default shall not have been waived and any grace period with respect to which shall have expired)for Money Borrowed, if in either (i) (except with respect to a payment due at maturity) or (ii) hereinabove, the effect of such default is to permit or cause or permit the holder Indebtedness for Money Borrowed with an outstanding aggregate principal amount of such Indebtedness or a trustee or agent to cause, such Indebtedness at least $2,000,000 to become or be declared due and payable prior to its scheduled maturity; or (gf) a final judgment or judgments entered by a court or courts of competent jurisdiction for the payment of money in excess of $250,000 1,000,000 in the aggregate shall be renderedrendered against the Company and shall remain in force undischarged and unstayed for a period of more than 60 days; or (g) the Company or any Subsidiary shall commence a voluntary case under any chapter of the Federal Bankruptcy Code as now or hereafter in effect; or (h) the Company or any Subsidiary shall institute proceedings for liquidation, rehabilitation, readjustment or composition (or for any related or similar purpose) under any law (other than the Federal Bankruptcy Code, as now or hereafter in effect) relating to financially distressed debtors, their creditors or property, or shall consent to (or fail to controvert in a timely manner) the institution of any such proceedings against the Company or any Subsidiary; or (i) the Company or any Subsidiary shall be unable, or shall admit in writing its inability, to pay its debts as they become due, or shall make an assignment for the benefit of creditors or enter into any arrangement for the adjustment or composition of debts or claims; or (j) a court or other governmental authority or agency having jurisdiction in the premises shall enter a decree or order (i) for the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or its Subsidiary or of any part of its property, or for the winding-up or liquidation of its affairs or (ii) for the sequestration or attachment of any material part of the property of the Company or any Subsidiary without its unconditional return to the possession of the Company or any Subsidiary, or its unconditional release from such sequestration or attachment, within 60 days thereafter; or (k) a court having jurisdiction in the premises shall enter an order for relief in any involuntary case commenced against the Company or its Subsidiary under the Federal Bankruptcy Code and the order remains unstayed and in effect for 60 days; or (l) a court or other governmental authority or agency having jurisdiction in the premises shall enter a decree or order approving or acknowledging as properly filed or commenced against the Company or its Subsidiary a petition or proceedings for liquidation, rehabilitation, readjustment or composition (or for any related or similar purpose) under any law (other than the Federal Bankruptcy Code, as now or hereafter in effect) relating to financially distressed debtors, their creditors or property, and any such decree or order shall remain in force undischarged and unstayed for a period of more than 60 days; (m) CJI shall default in the due and punctual performance of or compliance with any covenant, condition or agreement to be performed or observed by it under any provision of any Conversion Agreement and the holders of more than 50% of the aggregate principal amount of Notes then outstanding notify CJI of such default and any such default shall continue unremedied for 30 days after receipt of such notice; or (n) the Company or CJI shall fail to comply in any material respect with any of its agreements or covenants in the Registration Rights Agreement. (i) upon the occurrence and continuance of any of the Events of Default set forth in subsections (g) through (l), inclusive, of this Section 13.1, the Notes shall automatically mature and become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, together with interest and premium, if any, accrued thereon, without presentment, demand, protest or notice of any kind, all of which are hereby waived; (ii) upon the occurrence and continuance of any of the Events of Default set forth in subsections (a) or (b) of this Section 13.1, any holder or holders of Notes may, in respect of the Notes then held by such holder or holders, at any time (unless all defaults shall theretofore have been waived or remedied) at its or their option by written notice or notices to the Company declare the Notes held by such holder or holders to be due and payable whereupon the same shall mature and become due and payable, together with interest and premium, if any, accrued thereon, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; or (iii) upon the occurrence and continuance of any of the Events of Default set forth in subsections (a) through (f), inclusive, and subsection (m), of this Section 13.1, the holder or holders of more than 50% of the aggregate outstanding principal amount of the Notes may, in respect of all the Notes, at its or their option by written notice or notices to the Company, declare all of the Notes to be due and payable whereupon the same shall mature and become due and payable, together with interest and premium, if any, accrued thereon, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived.