Events of Noncompliance. 8.1 If an Event of Noncompliance has occurred and is continuing, the Dividend Rate shall increase immediately by an increment of 1 percentage point. Thereafter, until such time as no Event of Noncompliance exists, the Dividend Rate shall increase automatically at the end of each succeeding 90-day period by an additional increment of 1 percentage point(s) (but in no event shall the Dividend Rate increase more than 5 percentage points hereby). Any increase of the Dividend Rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Event of Noncompliance exists, subject to subsequent increases pursuant to this paragraph. Notwithstanding the foregoing, the Dividend Rate will only be subject to an increase as contemplated by this Section 8.1 if the Parent or Company, as applicable, fails to cure such Event of Noncompliance within thirty (30) days of (i) in the case of an Event of Noncompliance arising from clause (c) of the definition thereof, the first date on which the Parent or Company acquires actual knowledge of the occurrence of such event or receives written notice from Holders representing a majority of the Preferred Stock outstanding of such occurrence, or (ii) in all other cases, the date of occurrence of the Event of Noncompliance.
8.2 If any Event of Noncompliance exists, each Holder shall also have any other rights which such Holder is entitled to under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.
Events of Noncompliance. If any one or more of the following events occurs, the CDFI Fund, in its sole discretion, may find the Recipient to be in noncompliance:
(a) fraud, mismanagement or noncompliance with the Act;
(b) any representation, covenant, warranty, certification, assurance or any other statement of fact set forth in this Assistance Agreement or the Application including, but not limited to, the Assurances and Certifications contained in the Application, or any representation or warranty set forth in any document, report, certificate, financial statement or instrument now or hereafter furnished in connection with the Assistance Agreement, is found by the CDFI Fund to be inaccurate, false, incomplete or misleading when made, in any material respect;
(c) A Material Weakness, a qualified opinion or any statement in the Recipient’s annual audited financial statements that evidences a failure of the Recipient to be financially sound, be managerially sound and/or maintain appropriate internal controls;
(d) the failure of the Recipient to observe, comply with or perform any term, covenant, agreement or other provision contained in the CDFI Program Regulations (12 C.F.R. part 1805), the Authorizing Statute, this Assistance Agreement including, but not limited to, the Performance Goals and reporting requirements, or the Application including, but not limited to, the Assurances and Certifications contained therein or any instrument, note or any other document delivered to the CDFI Fund in connection with or pursuant to the Assistance Agreement;
(e) the failure of the Recipient to conduct its business in the usual and ordinary course or to maintain its corporate existence and right to carry on its business and duly obtain all necessary renewals, licenses and extensions thereof and to maintain, preserve and renew all such rights, powers, privileges and franchises;
(f) the Recipient’s becoming insolvent or unable to meet its obligations as they mature, making a general assignment for the benefit of creditors, or consenting to the appointment of a trustee or a receiver, or admitting in writing its inability to pay its debts as they mature;
(g) the institution of bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings by or against the Recipient and, if instituted against it, the same being consented to by the Recipient or remaining undismissed for a period of thirty (30) calendar days;
(h) the Appropriate Federal Banking Agency makes an adverse finding regardi...
Events of Noncompliance. (a) An Event of Noncompliance shall be deemed to have occurred:
(i) If the Corporation fails to pay dividends that have been declared by the Board on the Series A Preferred (and such failure continues for a period of 30 days);
(ii) If the Corporation fails to make any redemption payment with respect to the Series A Preferred that it is obligated to make hereunder;
(iii) If the Corporation breaches or otherwise fails to perform or observe any other covenant or agreement contained herein or in the Securities Purchase Agreement or the Related Agreements (as defined in the Securities Purchase Agreement) and such failure to perform or observe a covenant or agreement is not cured within 20 days after the Corporation receives notice of the occurrence thereof;
(iv) If any representation, warranty or information contained in the Securities Purchase Agreement or required to be furnished to any holder of the Series A Preferred pursuant to the Securities Purchase Agreement, or any writing furnished by the Corporation to any holder of the Series A Preferred, is false or misleading in any material respect on the date made or furnished;
(v) If the Corporation or any Subsidiary makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Corporation or any Subsidiary bankrupt or insolvent; or any order for relief with respect to the Corporation or any Subsidiary is entered under the United States Bankruptcy Code; or the Corporation or any Subsidiary petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Corporation or any Subsidiary, or of any substantial part of the assets of the Corporation or any Subsidiary, or commences any proceeding (other than a proceeding for the voluntary liquidation and dissolution of any Subsidiary) relating to the Corporation or any Subsidiary under any bankruptcy reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Corporation or any Subsidiary and either (x) the Corporation or any such Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein or (y) such petition, application or proceeding is not dismissed within sixty (60) days;
(vi) If any money judgment, writ or war...
Events of Noncompliance. 26 9.1 Occurrence of Event of Noncompliance.......................... 26 9.2 Remedies...................................................... 27
Events of Noncompliance. If an Event of Noncompliance (as defined the Series A Certificate of Designation) described in clauses (i), (ii) or (v) of the definition thereof has occurred and continues of a period of 180 days, the Exercise Price shall be reduced immediately by 50% of the Exercise Price in effect immediately prior to such adjustment and the number of shares of the Common Stock issuable upon exercise of this Series A Warrant shall equal two times the number of shares issuable immediately prior to such adjustment (the "FIRST ADJUSTMENT"). If such Event of Noncompliance exist for an aggregate of 90 days after the First Adjustment (whether or not such days are successive and whether or not such days immediately follow the First Adjustment), the Exercise Price shall be reduced immediately by 10% of what the Exercise Price would have been immediately prior to such adjustment if the First Adjustment had not been made (as such amount is appropriately adjusted for stock splits, stock dividends, combinations of shares and similar transactions affecting the Common Stock) (the "SECOND ADJUSTMENT"). If any Event of Noncompliance exists for an aggregate of 90 days after the Second Adjustment (whether or not such days are successive and whether or not such days immediately follow the Second Adjustment), the Exercise Price shall be reduced immediately by 10% of what the Exercise Price would have been immediately prior to such adjustment if the First Adjustment had not been made (as such amount is appropriately adjusted for stock splits, stock dividends, combinations of shares and similar transactions affecting the Common Stock). In no event shall any Exercise Price adjustment, once made, be rescinded.
Events of Noncompliance. If Development Owner is found to be in noncompliance for compliance monitoring purposes in accordance with 10 TAC §10.624.
Events of Noncompliance. S. Definition. An Event of Noncompliance shall have occurred if:
Events of Noncompliance. If any one or more of the following events occurs, the CDFI Fund, in its sole discretion, may find the Recipient to be in noncompliance:
Events of Noncompliance. (a) Definition. An Event of Noncompliance will be deemed to have occurred if:
(i) the Company fails to make any redemption payment with respect to the Preferred Stock which it is obligated to make hereunder, whether or not such payment is legally permissible;
(ii) the Company breaches or otherwise fails to perform or observe the provisions of Section 8;
(iii) the Company breaches or otherwise fails to perform or observe any other covenant or agreement set forth herein or any covenant or agreement set forth in the Purchase Agreement (other than a covenant or agreement set forth in Section 5.14 (the breach of which Section 5.14 shall not be considered an Event of Noncompliance under this Section 10(a)(iii)) or in Article 7 of the Purchase Agreement) and such breach or failure to perform or observe continues for a period of 60 days after notice thereof from any holder of Preferred Stock; or the Company breaches or otherwise fails to perform or observe any covenant or agreement set forth in Article 7 of the Purchase Agreement and such breach or failure to perform or observe continues for a period of 30 days after notice thereof from any holder of Preferred Stock; or
(iv) a Bankruptcy Event occurs with respect to the Company or any Subsidiary. The Company shall promptly (and in any event within five days) after learning of (x) any failure by the Company to observe any covenant or agreement contained herein or in the Purchase Agreement or (y) any Event of Noncompliance, give notice thereof to each holder of Preferred Stock.
Events of Noncompliance. An Event of Noncompliance will be deemed to have occurred if:
