Common use of Mandatory Redemption at Subscriber’s Election Clause in Contracts

Mandatory Redemption at Subscriber’s Election. Upon the occurrence of an Event of Default (as defined in the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to each Subscriber ten (30) business days after request by each Subscriber ("CALCULATION PERIOD"), a sum of money determined by multiplying up to the outstanding principal amount of the Note designated by each such Subscriber by 120%, plus accrued but unpaid interest ("MANDATORY REDEMPTION PAYMENT"). The Mandatory Redemption Payment must be received by each Subscriber not later than thirty (30) business days after request ("MANDATORY REDEMPTION PAYMENT DATE"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. For purposes of this Section 7.1, "CHANGE IN CONTROL" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b)), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. Upon In the event (i) the Company is prohibited from issuing Warrant Shares, (ii) the Company fails to timely deliver Warrant Shares on a Delivery Date, as defined in the Warrant, (iii) upon the occurrence of an any other Event of Default (as defined in the Note or in this Agreement), that and any of the foregoing continues for more than twenty thirty (2030) business days, (iiiiv) a Change in Control (as defined below), or (ivv) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's ’s election, the Company must pay to each the Subscriber ten (3010) business days after request by each the Subscriber ("CALCULATION PERIOD"“Calculation Period”), a sum of money determined by equal to multiplying up to the outstanding principal amount of the Note designated by each such the Subscriber by 120%, plus together with accrued but unpaid interest thereon ("MANDATORY REDEMPTION PAYMENT"). The “Mandatory Redemption Payment must be received by each Subscriber not later than thirty (30) business days after request ("MANDATORY REDEMPTION PAYMENT DATE"Payment”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. For purposes of this Section 7.19.5, "CHANGE IN CONTROL" “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b))Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), or (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. Upon In the event (i) the Company is prohibited from issuing Shares, (ii) the Company fails to timely deliver Shares on a Delivery Date, (iii) upon the occurrence of an any other Event of Default (as defined in the Note or in this Agreement), any of the foregoing that continues for more than twenty ten (2010) business days, (iiiiv) a Change in Control (as defined below), or (ivv) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to each the Subscriber ten (3010) business days after request by each the Subscriber ("CALCULATION PERIOD"), a sum of money determined by multiplying up to the outstanding principal amount of the Note designated by each such the Subscriber by the greater of (y) 120%, plus or (z) a fraction in which the numerator is the highest closing price of the Common Stock during the Calculation Period and the denominator is the lowest applicable Conversion Price during the Calculation Period, together with accrued but unpaid interest thereon ("MANDATORY REDEMPTION PAYMENT"). The Mandatory Redemption Payment must be received by each the Subscriber not later than thirty on the same date as the Shares otherwise deliverable or within ten (3010) business days after request request, whichever is sooner ("MANDATORY REDEMPTION PAYMENT DATE"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 7.1(c) hereof, that have been paid or accrued for the ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.17.2, "CHANGE IN CONTROL" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b))Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries, and (iv) Xxxxx Xxxxxx no longer being President and Chief Executive Officer of the Company or not an employee of the Company pursuant to the Employment Agreement [as defined in Section 9(s)].

Mandatory Redemption at Subscriber’s Election. Upon the occurrence of an Event of Default (as defined in the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to each Subscriber ten (30) business days after request by each Subscriber ("CALCULATION PERIOD"“Calculation Period”), a sum of money determined by multiplying up to the outstanding principal amount of the Note designated by each such Subscriber by 120%, plus accrued but unpaid interest ("MANDATORY REDEMPTION PAYMENTMandatory Redemption Payment"). The Mandatory Redemption Payment must be received by each Subscriber not later than thirty (30) business days after request ("MANDATORY REDEMPTION PAYMENT DATEMandatory Redemption Payment Date"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. For purposes of this Section 7.1, "CHANGE IN CONTROL" “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b)), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. Upon In the event (i) the Company is prohibited from issuing Shares, (ii) the Company fails to timely deliver Shares on a Delivery Date, (iii) upon the occurrence of an any other Event of Default (as defined in the Note or in this Agreement), any of the foregoing that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to each the Subscriber ten (3010) business days after request by each the Subscriber ("CALCULATION PERIOD"), a sum of money determined by multiplying up to the outstanding principal amount of the Note designated by each such the Subscriber by the greater of (y) 120%, plus or (z) a fraction in which the numerator is the highest closing price of the Common Stock during the Calculation Period and the denominator is the lowest applicable Conversion Price during the Calculation Period, together with accrued but unpaid interest thereon ("MANDATORY REDEMPTION PAYMENT"). The Mandatory Redemption Payment must be received by each the Subscriber not later than thirty on the same date as the Shares otherwise deliverable or within ten (3010) business days after request request, whichever is sooner ("MANDATORY REDEMPTION PAYMENT DATE"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. For purposes Liquidated damages calculated pursuant to Section 7.1(c) hereof, that have been paid or accrued for the ten day period prior to the actual receipt of this Section 7.1, "CHANGE IN CONTROL" shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b)), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed Mandatory Redemption Payment by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of Subscriber shall be credited against the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or SubsidiariesMandatory Redemption Payment.

Mandatory Redemption at Subscriber’s Election. Upon the occurrence of an Event anEvent of Default (as defined in the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to each Subscriber ten (30) business days after request by each Subscriber ("CALCULATION PERIOD"“Calculation Period”), a sum of money determined by multiplying up to the outstanding principal amount of the Note designated by each such Subscriber by 120%, plus accrued but unpaid interest ("MANDATORY REDEMPTION PAYMENTMandatory Redemption Payment"). The Mandatory Redemption Payment must be received by each Subscriber not later than thirty (30) business days after request ("MANDATORY REDEMPTION PAYMENT DATEMandatory Redemption Payment Date"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. For purposes of this Section 7.1, "CHANGE IN CONTROL" “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b)), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. Upon the occurrence of an Event of Default (as defined in the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to each Subscriber ten (30) business days after request by each Subscriber ("CALCULATION PERIOD"“Calculation Period”), a sum of money determined by multiplying up to the outstanding principal amount of the Note designated by each such Subscriber by 120%, plus accrued but unpaid interest ("MANDATORY REDEMPTION PAYMENT"“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by each Subscriber not later than thirty (30) business days after request ("MANDATORY REDEMPTION PAYMENT DATE"“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. For purposes of this Section 7.1, "CHANGE IN CONTROL" “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b)), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries. Notwithstanding the forgoing, the events described on Schedule 9(p)(ii) shall not be deemed a Change of Control.

Mandatory Redemption at Subscriber’s Election. Upon In the event (i) the Company is prohibited from issuing Shares, (ii) upon the occurrence of an any other Event of Default (as defined in the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to each the Subscriber ten (3010) business days after request by each the Subscriber ("CALCULATION PERIOD"“Calculation Period”), a sum of money determined by multiplying up to the outstanding principal amount of the Note or stated value of Preferred Stock designated by each such the Subscriber by 120%, plus accrued but unpaid interest % ("MANDATORY REDEMPTION PAYMENTMandatory Redemption Payment"). The Mandatory Redemption Payment must be received by each the Subscriber not later than thirty on the same date as the Shares otherwise deliverable or within ten (3010) business days after request request, whichever is sooner ("MANDATORY REDEMPTION PAYMENT DATEMandatory Redemption Payment Date"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest or stated value of Preferred Stock will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 7.1(c) hereof, that have been paid or accrued for the ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment. For purposes of this Section 7.17.2, "CHANGE IN CONTROL" “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b))Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), ) and (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. Upon In the event (i) the Company is prohibited from issuing Shares, (ii) upon the occurrence of an any other Event of Default (as defined in the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to each the Subscriber ten (3010) business days after request by each Subscriber ("CALCULATION PERIOD"), a sum of money determined by multiplying up to the outstanding principal amount of the Note designated by each such Subscriber by 120%Subscriber, plus accrued but unpaid interest and any other amounts that have accrued pursuant to the Transaction Documents ("MANDATORY REDEMPTION PAYMENT"). The Mandatory Redemption Payment must be received by each Subscriber not later than thirty (30) business days after request ("MANDATORY REDEMPTION PAYMENT DATEPayment"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal principal, interest and interest other amounts will be deemed paid and no longer outstanding. The Subscriber may rescind the election to receive a Mandatory Redemption Payment at any time until such payment is actually received. For purposes of this Section 7.17.2, "CHANGE IN CONTROL" “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded traded, quoted or listed on a any Principal Market (as defined in Section 9(b)) hereto), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or its Subsidiaries.

Mandatory Redemption at Subscriber’s Election. Upon In the event (i) the Company is prohibited from issuing Warrant Shares, (ii) the Company fails to timely deliver Warrant Shares on a Delivery Date, as defined in the Warrant, (iii) upon the occurrence of an any other Event of Default (as defined in the Note or in this Agreement), that and any of the foregoing continues for more than twenty thirty (2030) business days, (iiiiv) a Change in Control (as defined below), or (ivv) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to each the Subscriber ten (3010) business days after request by each the Subscriber ("CALCULATION PERIOD"“Calculation Period”), a sum of money determined by equal to multiplying up to the outstanding principal amount of the Note designated by each such the Subscriber by 120%, plus together with accrued but unpaid interest thereon ("MANDATORY REDEMPTION PAYMENT"). The Mandatory Redemption Payment must be received by each Subscriber not later than thirty (30) business days after request ("MANDATORY REDEMPTION PAYMENT DATEPayment"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. For purposes of this Section 7.17.5, "CHANGE IN CONTROL" “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b))Market, (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), or (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. Upon the occurrence of (i) an Event of Default (as defined in the Note or in this Agreement), that continues for more than twenty (20) business days, (iiiii) a Change in Control (as defined below), or (iviii) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to each Subscriber ten thirty (30) business days after request by each Subscriber ("CALCULATION PERIOD"“Calculation Period”), a sum of money determined by multiplying up to the outstanding principal amount of the Note designated by each such Subscriber by 120%, plus accrued but unpaid interest ("MANDATORY REDEMPTION PAYMENTMandatory Redemption Payment"). The Mandatory Redemption Payment must be received by each Subscriber not later than thirty (30) business days after request ("MANDATORY REDEMPTION PAYMENT DATEMandatory Redemption Payment Date"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. For purposes of this Section 7.17.2, "CHANGE IN CONTROL" “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b)), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causes, and (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.

Mandatory Redemption at Subscriber’s Election. Upon the occurrence of an Event of Default (as defined in the Note or in this Agreement), that continues for more than twenty (20) business days, (iii) a Change in Control (as defined below), or (iv) of the liquidation, dissolution or winding up of the Company, then at the Subscriber's election, the Company must pay to each Subscriber ten (3010) business days after request by each Subscriber ("CALCULATION PERIOD"“Calculation Period”), a sum of money determined by multiplying up to the outstanding principal amount of the Note designated by each such Subscriber by 120%, plus accrued but unpaid interest ("MANDATORY REDEMPTION PAYMENTMandatory Redemption Payment"). The Mandatory Redemption Payment must be received by each Subscriber not later than thirty ten (3010) business days after request ("MANDATORY REDEMPTION PAYMENT DATEMandatory Redemption Payment Date"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. For purposes of this Section 7.16.1, "CHANGE IN CONTROL" “Change in Control” shall mean (i) the Company no longer having a class of shares publicly traded or listed on a Principal Market (as defined in Section 9(b8(b)), (ii) the Company becoming a Subsidiary of another entity (other than a corporation formed by the Company for purposes of reincorporation in another U.S. jurisdiction), (iii) a majority of the board of directors of the Company as of the Closing Date no longer serving as directors of the Company except due to natural causescauses (which shall include, termination of such directors by the holders of more than 50% of the Common Stock outstanding as of such termination date), and (iv) the sale, lease or transfer of substantially all the assets of the Company or Subsidiaries.