Common use of Failure to Deliver Conversion Shares Clause in Contracts

Failure to Deliver Conversion Shares. In the event that the Company fails to deliver to the Holder the number of Conversion Shares specified in the applicable Conversion Notice on or before the Delivery Date therefor for any reason (a "CONVERSION DEFAULT"), and such Conversion Default continues for longer than seven (7) business days, the Company shall pay to the Holder payments ("CONVERSION DEFAULT PAYMENTS") in the amount of (i) (N/365) MULTIPLIED BY (ii) the unpaid principal amount of this Debenture represented by the Conversion Shares which remain the subject of such Conversion Default MULTIPLIED BY (iii) the lower of twenty-four percent (24%) and the maximum rate permitted by applicable law, where "N" equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the earlier to occur of (A) the date on which all of such Conversion Shares are issued and delivered to the Holder and (B) the date on which the principal amount represented thereby is redeemed pursuant to the terms of this Debenture. Cash amounts payable hereunder shall be paid on or before the fifth (5th) business day of the calendar month following the calendar month in which such amount has accrued. Nothing herein shall limit the Holder's right to pursue remedies with respect to its actual damages resulting from a Conversion Default (including, without limitation, damages relating to any purchase of shares of GGD Stock by the Holder to make delivery on a sale effected in anticipation of receiving Conversion Shares upon Conversion), and the Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that the Company Corporation fails for any reason (other than by operation of Section 4 below) to deliver to the a Holder certificates representing the number of Conversion Shares specified in the applicable Conversion Notice on or before the Delivery Date therefor for any reason (a "CONVERSION DEFAULTConversion Default"), and such Holder shall notify the Corporation by facsimile of such Conversion Default (a "Default Notice"). If, after the Holder has sent a Default Notice to the Corporation, the Corporation has not delivered such certificates, and such failure continues for longer than seven three (73) business daysBusiness Days following the later to occur of the Delivery Date and the date on which the Default Notice is sent, the Company Corporation shall pay to the such Holder payments ("CONVERSION DEFAULT PAYMENTSConversion Default Payments") in the amount of (i) (N/365) MULTIPLIED BY multiplied by (ii) the unpaid principal amount aggregate Liquidation Preference of this Debenture the Series C Preferred Shares represented by the Conversion Shares which remain the subject of such Conversion Default MULTIPLIED BY multiplied by (iii) the lower of twenty-four percent (24%) and the maximum rate permitted by applicable law, where "N" equals the number of days elapsed between the original Delivery Date of for such Conversion Shares and the earlier to occur of (A) the date on which all of the certificates representing such Conversion Shares are issued and delivered to the Holder and such Holder, (B) the date on which the principal amount represented thereby is such Series C Preferred Shares are redeemed pursuant to the terms of hereof and (C) the date on which a Withdrawal Notice (as defined below) is delivered to the Corporation. Amounts payable under this Debenture. Cash amounts payable hereunder subparagraph (f) shall be paid to the Holder in immediately available funds on or before the fifth (5th) business day Business Day of the calendar month immediately following the calendar month in which such amount has amounts have accrued. Nothing herein shall limit the Holder's right to pursue remedies with respect to its actual damages resulting from a Conversion Default (including, without limitation, damages relating to any purchase of shares of GGD Stock by the Holder to make delivery on a sale effected in anticipation of receiving Conversion Shares upon Conversion), and the Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. (i) In the event that that, as a result of any willful action or failure to act on the Company fails part of the Corporation (whether under these Articles of Amendment, under any other Transaction Document (as defined in the Securities Purchase Agreement) or otherwise, including without limitation a failure by the Corporation to deliver have a sufficient number of shares of Common Stock authorized and reserved for issuance pursuant to conversions of Preferred Shares), a Holder has not received certificates (without any restrictive legend in the Holder circumstances described in clause (A), (B) or (C) of paragraph 4(e) above) representing the number of Conversion Shares specified in the applicable Conversion Notice on or before the Delivery Date therefor for any reason (a "CONVERSION DEFAULTConversion Default"), and such failure to deliver certificates continues for ten (10) Business Days following the delivery of written notice thereof from such Holder (such tenth Business Day being referred to herein as the "Conversion Default continues for longer than seven (7) business daysDate"), the Company Corporation shall pay to the such Holder payments ("CONVERSION DEFAULT PAYMENTSConversion Default Payments") in the amount of (i) (N/365) MULTIPLIED BY "N" multiplied by (ii) the unpaid principal amount aggregate Stated Value of this Debenture represented by the Conversion Preferred Shares which remain are the subject of such Conversion Default MULTIPLIED BY multiplied by (iii) the lower of twenty-four one percent (241%) and the maximum rate permitted by applicable law), where "N" equals the number of days elapsed between the original Delivery Conversion Default Date of such Conversion Shares and the earlier to occur of (Ai) the date on which all of the certificates (without any restrictive legend in the circumstances described in clause (A), (B) or (C) of paragraph 4(e) above) representing such Conversion Shares are issued and delivered to the Holder and such Holder, (Bii) the date on which the principal amount represented thereby is such Preferred Shares are redeemed pursuant to the terms of this Debenturehereof and (iii) the date on which a Withdrawal Notice (as defined below) is delivered to the Corporation. Cash amounts Amounts payable hereunder shall be paid to the Holder in immediately available funds on or before the fifth (5th) business day Business Day of the calendar month immediately following the calendar month in which such amount has amounts have accrued. Nothing herein shall limit the Holder's right to pursue remedies with respect to its actual damages resulting from a Conversion Default (including, without limitation, damages relating to any purchase of shares of GGD Stock by the Holder to make delivery on a sale effected in anticipation of receiving Conversion Shares upon Conversion), and the Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. In the event that the ------------------------------------- Company fails for any reason to deliver to the a Holder the number of Conversion Shares issuable upon conversion of the Preferred Shares specified in the applicable Conversion Notice on or before the Delivery Date therefor for any reason (a "CONVERSION DEFAULTConversion Default"), and such Conversion Default continues for longer than seven ------------------- five (75) business days, the Company shall pay to the Holder cash payments ("CONVERSION DEFAULT PAYMENTSConversion Default Payments") in the amount of (i) (N/365) MULTIPLIED BY multiplied by (ii) ---------------------------- ------------- the unpaid principal amount Stated Value of this Debenture the Preferred Shares represented by the Conversion Shares which remain the subject of such Conversion Default MULTIPLIED BY multiplied by (iii) the -------------- lower of twenty-four percent (24%) and the maximum rate permitted by applicable law, where "N" equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the earlier to occur of (A) the date on which all of such Conversion Shares are issued and delivered to the such Holder and (B) the date on which the principal amount represented thereby is such Preferred Shares are redeemed pursuant to the terms of this Debenturehereof. Cash amounts payable hereunder shall be paid on or before the fifth (5th) business day of the calendar month following the calendar month in which such amount has accrued. Nothing herein shall limit the a Holder's right to pursue remedies with respect to its actual damages resulting from a for the Company's failure to issue and deliver Conversion Default Shares on the applicable Delivery Date (including, without limitation, damages relating to any purchase of shares of GGD Common Stock by the such Holder to make delivery on a sale effected in anticipation of receiving Conversion Shares upon Conversion), and the such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

Failure to Deliver Conversion Shares. In the event that the Company fails for any reason to deliver to the Holder the number of Conversion Shares specified in the applicable Conversion Notice on or before the Delivery Date therefor for any reason (a "CONVERSION DEFAULT"), and such Conversion Default continues for longer than seven (7) business days, the Company shall pay to the Holder payments ("CONVERSION DEFAULT PAYMENTS") in the amount of (i) (N/365) MULTIPLIED BY (ii) the unpaid principal amount of this Debenture Note represented by the Conversion Shares which remain the subject of such Conversion Default MULTIPLIED BY (iii) the lower of twenty-four percent (24%) and the maximum rate permitted by applicable law, where "N" equals the number of days elapsed between the original Delivery Date of such Conversion Shares and the earlier to occur of (A) the date on which all of such Conversion Shares are issued and delivered to the Holder and (B) the date on which the principal amount represented thereby is redeemed pursuant to the terms of this DebentureNote. Cash amounts payable hereunder shall be paid on or before the fifth (5th) business day of the calendar month following the calendar month in which such amount has accrued. Nothing herein shall limit the Holder's right to pursue remedies with respect to its actual damages resulting from a for the Company's failure to issue and deliver Conversion Default Shares on the applicable Delivery Date (including, without limitation, damages relating to any purchase of shares of GGD GTR Stock by the Holder to make delivery on a sale effected in anticipation of receiving Conversion Shares upon Conversion), and the Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).