Common use of Events of Default Defined Clause in Contracts

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion to make any payment of principal or interest on this Note when due and payable; (b) the failure of Bion to observe or perform any covenant in this Note, and such failure shall have continued unremedied for a period of sixty (60) days after notice; (c) if Bion shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of Bion, a receiver of Bion or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of Bion; or (g) a final judgment or judgments for the payment of money in excess of $500,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and Bion shall not, within such 60-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion to make any payment of principal or interest on this Note when due and payable; (b) the failure of Bion to observe or perform any covenant in this Note, and such failure shall have continued unremedied for a period of sixty (606) days after notice; (c) if Bion shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of Bion, a receiver of Bion or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of Bion; or (g) a final judgment or judgments for the payment of money in excess of $500,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and Bion shall not, within such 60-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion Dairy to make any payment of principal of or interest on this Note when due and payable; (b) the failure of Dairy or Bion to observe or perform any covenant in this NoteNote or in the Purchase Agreement, and such failure shall have continued unremedied for a period of sixty (60) days after noticedays; (c) if Bion Dairy shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of BionXxxxx, a receiver of Bion Dairy or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion Dairy under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion Dairy or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of BionDairy; or (g) a final judgment or judgments for the payment of money in excess of $500,000 100,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion Dairy and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 30 days from the date of entry thereof and Bion Dairy shall not, within such 6030-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion Dairy to make any payment of principal of or interest on this Note when due and payable; (b) the failure of Dairy or Bion to observe or perform any covenant in this NoteNote or in the Purchase Agreement, and such failure shall have continued unremedied for a period of sixty (60) days after noticedays; (c) if Bion Dairy shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of BionDairy, a receiver of Bion Dairy or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion Dairy under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion Dairy or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of BionDairy; or (g) a final judgment or judgments for the payment of money in excess of $500,000 100,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion Dairy and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 30 days from the date of entry thereof and Bion Dairy shall not, within such 6030-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion the Company to make any payment of principal of, or interest on on, this Note when due and payable; (b) the failure of Bion the Company to observe or perform any covenant in this NoteNote or in the Purchase Agreement, and such failure shall have continued unremedied for a period of sixty five (605) days after noticedays; (c) if Bion the Company shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of Bionthe Company, a receiver of Bion the Company or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion the Company under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion the Company or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of Bionthe Company; (g) the failure to comply with any section of the Purchase Agreement; or (gh) a final judgment or judgments for the payment of money in excess of $500,000 1,000,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion the Company and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 30 days from the date of entry thereof and Bion the Company shall not, within such 6030-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom xxxxxxxxx and cause the execution thereof to be stayed during such appeal.

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion the Company to make any payment of principal of or interest on this Note when due and payable; (b) the failure of Bion the Company to observe or perform any covenant in this NoteNote or in the Purchase Agreement, and such failure shall have continued unremedied for a period of sixty five (605) days after noticedays; (c) if Bion the Company shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of Bionthe Company, a receiver of Bion the Company or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion the Company under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion the Company or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of Bionthe Company; (g) the failure of the shareholders to authorize and approve the issuance of these Notes or the issuance of the shares of Preferred Stock underlying these Notes, the Bridge Warrants or the New Warrants (as such terms are defined in the Purchase Agreement), or any Common Stock underlying the foregoing to the extent such authorization is necessary pursuant to the rules of the Nasdaq National Market or any other applicable law, rule or regulation. (h) A default or event of default which remains uncured following any applicable cure period under the Security Agreement; or (gi) a A final judgment or judgments for the payment of money in excess of $500,000 1,000,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion the Company and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 30 days from the date of entry thereof and Bion the Company shall not, within such 6030-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom xxxxxxxxx and cause the execution thereof to be stayed during such appeal.; or

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion the Company to make any payment of principal of or interest on this Note when due and payable; (b) the failure of Bion the Company to observe or perform any covenant in this NoteNote or in the Purchase Agreement, and such failure shall have continued unremedied for a period of sixty five (605) days after noticedays; (c) if Bion the Company shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of Bionthe Company, a receiver of Bion the Company or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion the Company under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion the Company or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of Bionthe Company; (g) the failure of the shareholders to authorize and approve the issuance of these Notes or the issuance of the Stock underlying these Notes, the Bridge Warrants (as such terms are defined in the Purchase Agreement), or any Common Stock underlying the foregoing to the extent such authorization is necessary pursuant to the rules of the Nasdaq National Market or any other applicable law, rule or regulation; or (gh) a A final judgment or judgments for the payment of money in excess of $500,000 100,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion the Company and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 30 days from the date of entry thereof and Bion the Company shall not, within such 6030-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion Dairy to make any payment of principal of or interest on this Note when due and payable; (b) the failure of Dairy or Bion to observe or perform any covenant in this NoteNote or in the Purchase Agreement, and such failure shall have continued unremedied for a period of sixty (60) days after notice; (c) if Bion Dairy shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of BionXxxxx, a receiver of Bion Dairy or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion Dairy under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion Dairy or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of BionDairy; or (g) a final judgment or judgments for the payment of money in excess of $500,000 250,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion Dairy and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 30 days from the date of entry thereof and Bion Dairy shall not, within such 6030-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion to make any payment of principal or interest on this Note when due and payable; (b) the failure of Bion to observe or perform any covenant in this Note, and such failure shall have continued unremedied for a period of sixty (60) days after notice; (c) if Bion shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of BionXxxx, a receiver of Bion or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of Bion; or (g) a final judgment or judgments for the payment of money in excess of $500,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and Bion shall not, within such 60-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion the Company to make any payment of principal of or interest on this Note when due and payable; (b) the failure of Bion the Company to observe or perform any covenant in this NoteNote or in the Purchase Agreement, and such failure shall have continued unremedied for a period of sixty five (605) days after noticedays; (c) if Bion the Company shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of Bionthe Company, a receiver of Bion the Company or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion the Company under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion the Company or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of Bion; orthe Company; (g) a the failure of the shareholders to authorize and approve the issuance of these Notes or the issuance of the shares of Series D Preferred Stock underlying these Notes, the Bridge Warrants or the New Warrants (as such terms are defined in the Purchase Agreement), or any Common Stock underlying the foregoing to the extent such authorization is necessary pursuant to the rules of the Nasdaq National Market or any other applicable law, rule or regulation. (h) A default or event of default which remains uncured following any applicable cure period under the Security Agreement; (i) A final judgment or judgments for the payment of money in excess of $500,000 1,000,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion the Company and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 30 days from the date of entry thereof and Bion the Company shall not, within such 6030-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom xxxxxxxxx and cause the execution thereof to be stayed during such appeal.; or

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion Dairy to make any payment of principal or interest on this Note when due and payable; (b) the failure of Dairy or Bion to observe or perform any covenant in this NoteNote or in the Purchase Agreement, and such failure shall have continued unremedied for a period of sixty (60) days after notice; (c) if Bion Dairy shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of BionXxxxx, a receiver of Bion Dairy or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion Dairy under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion Dairy or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of BionDairy; or (g) a final judgment or judgments for the payment of money in excess of $500,000 250,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion Dairy and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 30 days from the date of entry thereof and Bion Dairy shall not, within such 6030-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion the Company to make any payment of principal of or interest on this Note when due and payable; (b) the failure of Bion the Company to observe or perform any covenant in this NoteNote or in the Purchase Agreement, and such failure shall have continued unremedied for a period of sixty five (605) days after noticedays; (c) if Bion the Company shall: (1) admit in writing its inability to pay its debts generally as they become due, , (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of Bionthe Company, a receiver of Bion the Company or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion the Company under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion the Company or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of Bionthe Company; (g) the failure of the shareholders to authorize and approve the issuance of these Notes or the issuance of the Stock underlying these Notes, the Bridge Warrants (as such terms are defined in the Purchase Agreement), or any Common Stock underlying the foregoing to the extent such authorization is necessary pursuant to the rules of the Nasdaq National Market or any other applicable law, rule or regulation; or (gh) a A final judgment or judgments for the payment of money in excess of $500,000 100,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion the Company and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 30 days from the date of entry thereof and Bion the Company shall not, within such 6030-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Events of Default Defined. The following shall each constitute an "“Event of Default" ” hereunder: (a) the failure of Bion to make any payment of principal or interest on this Note when due and payable; (b) the failure of Bion to observe or perform any covenant in this Note, and such failure shall have continued unremedied for a period of sixty (606) days after notice; (c) if Bion shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of Bion, a receiver of Bion or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of Bion; or (g) a final judgment or judgments for the payment of money in excess of $500,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and Bion shall not, within such 60-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Events of Default Defined. The following shall each constitute an "Event of Default" hereunder: (a) the failure of Bion the Company to make any payment of principal of or interest on this Note when due and payable; (b) the failure of Bion the Company to observe or perform any covenant in this NoteNote or in the Purchase Agreement, and such failure shall have continued unremedied for a period of sixty five (605) days after noticedays; (c) if Bion the Company shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any insolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against, be adjudicated a bankrupt, or (6) file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (d) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of Bionthe Company, a receiver of Bion the Company or of the whole or any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of Bion the Company under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (e) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of Bion the Company or the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (30) days from the date of assumption of such custody or control; (f) the liquidation, dissolution or winding up of Bionthe Company; (g) the failure of the shareholders to authorize and approve the issuance of these Notes or the issuance of the shares of Series D Preferred Stock underlying these Notes, the Bridge Warrants or the New Warrants (as such terms are defined in the Purchase Agreement), or any Common Stock underlying the foregoing to the extent such authorization is necessary pursuant to the rules of the Nasdaq National Market or any other applicable law, rule or regulation. (h) A default or event of default which remains uncured following any applicable cure period under the Security Agreement; or (gi) a A final judgment or judgments for the payment of money in excess of $500,000 1,000,000 in the aggregate shall be rendered by one or more courts, administrative or arbitral tribunals or other bodies having jurisdiction against Bion the Company and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 30 days from the date of entry thereof and Bion the Company shall not, within such 6030-day period, or such longer period during which execution of the same shall have been stayed, appeal therefrom xxxxxxxxx and cause the execution thereof to be stayed during such appeal.; or