Common use of Mandatory Redemption Event Clause in Contracts

Mandatory Redemption Event. Each of the following events shall be deemed a "MANDATORY REDEMPTION EVENT": (i) the Company fails for any reason (including without limitation as a result of not having a sufficient number of shares of GGD Stock authorized and reserved for issuance) to issue certificates representing shares of GGD Stock to the Holder in accordance with the provisions of this Debenture upon Conversion of any principal amount hereof, and such failure continues for ten (10) business days; (ii) the Company breaches, in a material respect, any covenant or other material term or condition of this Debenture, the Purchase Agreement, the Registration Rights Agreement or any other agreement, certificate or instrument delivered by the Company at the Closing (as defined in the Purchase Agreement)(the "TRANSACTION DOCUMENTS"), and such breach continues for a period of ten (10) business days after written notice thereof to the Company from the Holder; (iii) the GGD Registration Statement (as defined in the Registration Rights Agreement) is not declared effective on or prior to the GGD Registration Deadline (as defined in the Registration Rights Agreement) or if the GGD Registration Statement has been declared effective by such date, and the effectiveness of the GGD Registration Statement lapses for any reason (including without limitation, the issuance of a stop order) or is unavailable to the Holder for sale of Conversion Shares in accordance with the terms of the GGD Registration Rights Agreement, and such lapse or unavailability continues for a period of five (5) business days, PROVIDED that the cause of such lapse or unavailability is not due to factors solely within the control of the Holder, and PROVIDED, FURTHER, that the GGD Registration Statement shall not be deemed to be unavailable to the Holder, for purposes of this paragraph (iii) only, during any Standstill Period (as defined in the Registration Rights Agreement); (iv) the GGD Stock is not quoted on the Nasdaq National Market or listed on the NYSE or the Amex; (v) the sale, conveyance or disposition of all or substantially all of the assets of the Company or all or substantially all of the assets comprising the Genzyme General Division, the effectuation of a transaction or series of transactions, in which more than fifty percent (50%) of the voting power of the Company is disposed of, or the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least fifty percent (50%) of the surviving entity; and (vi) the Company or any subsidiary of the Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed; or bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company and, in the case of an involuntary action or other proceeding, remains undismissed and unstayed for a period of sixty (60) days.

Mandatory Redemption Event. Each of the following events shall be deemed a "MANDATORY REDEMPTION EVENTMandatory Redemption Event": (i) the Company Corporation fails for any reason (including without limitation as a result of not having a sufficient number of shares of GGD Common Stock authorized and reserved for issuance, but not including by reason of the provisions of Section 4 hereof) to issue shares of Common Stock to a Holder and deliver certificates representing such shares of GGD Stock to the such Holder in accordance with as and when required by the provisions of this Debenture hereof upon Conversion of any principal amount hereofSeries C Preferred Shares, and such failure continues for ten (10) business daysBusiness Days; (ii) the Company Corporation's shareholders fail to approve the proposal contemplated by Section 4.5 of the Securities Purchase Agreement at the first meeting of the Corporation's shareholders held after the Purchase Date and the Corporation fails, within twenty days following such meeting, to cause the Common Stock to be listed or quoted on a recognized national securities (iii) the Corporation breaches, in a material respect, any covenant or other material term or condition of this Debenture, the Securities Purchase AgreementAgreement (other than a representation or warranty contained therein), the Registration Rights Agreement or any other agreement, document, certificate or other instrument delivered by in connection with the Company at the Closing (as defined in the Purchase Agreement)(the "TRANSACTION DOCUMENTS")transactions contemplated thereby, and such breach continues for a period of ten thirty (1030) business days after written notice thereof to the Company Corporation from the a Holder; (iiiiv) the GGD Registration Statement (as defined in the Registration Rights Agreement) is not declared effective on or prior to by 180 days following the GGD Registration Deadline (as defined in the Registration Rights Agreement) Purchase Date or if the GGD Registration Statement has been declared effective by such datedate and, and while the effectiveness of the GGD Registration Statement is required to be maintained pursuant to the terms of the Registration Rights Agreement, the effectiveness of the Registration Statement lapses for any reason (including without limitation, the issuance of a stop order) or is unavailable to the Holder for the sale of Conversion Shares in accordance with the terms of the GGD Registration Rights Agreement, and such lapse or unavailability continues for a period of five (5) business daysBusiness Days, PROVIDED provided that the cause of such lapse or unavailability is not due to factors solely within the control of the Holder, and PROVIDED, FURTHER, provided further that the GGD Registration Statement shall not be deemed to be unavailable to the Holder, for purposes of this paragraph subparagraph (iiiiv) only, during any Standstill Period period, not to exceed an aggregate of thirty (as defined 30) days for all such periods, with respect to which the Board of Directors of the Corporation determines in good faith (A) that an amendment or supplement to the Registration Rights Agreement)Statement or prospectus contained therein is necessary in order to correct a material misstatement made therein or to include information the absence of which would render the Registration Statement or such prospectus materially misleading and (B) that the disclosure of such information at such time would be detrimental to the business or prospects of the Corporation; (ivv) the GGD Corporation undertakes any voluntary action to terminate the quotation or listing of the Common Stock is not quoted on the Nasdaq National Market or listed on a national securities exchange, unless such action is taken in connection with the NYSE continued quotation or listing of the Amex;Common Stock on another recognized national securities exchange or quotation system; or (vvi) there occurs the sale, conveyance or disposition of all or substantially all of the assets of the Company or all or substantially all of the assets comprising the Genzyme General DivisionCorporation, the effectuation of a transaction or series of related transactions, in which more than fifty percent (50%) % of the voting power of the Company Corporation is disposed of, or the consolidation, merger or other business combination of the Company Corporation with or into any other entity, immediately following which the prior stockholders shareholders of the Company Corporation fail to own, directly or indirectly, at least fifty percent (50%) of the surviving entityentity (a "Change of Control Transaction"); and provided, however, that a tender offer or any other transaction with respect to which the Corporation's Board of Directors is unable to exercise discretion as to the effectuation thereof shall not be deemed to be a Mandatory Redemption Event by operation of this subparagraph (vi) the Company or any subsidiary of the Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed; or bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company and, in the case of an involuntary action or other proceeding, remains undismissed and unstayed for a period of sixty (60) days).

Mandatory Redemption Event. Each of the following events shall be -------------------------- deemed a "MANDATORY REDEMPTION EVENTMandatory Redemption Event": (ia) an Exchange Default occurs and continues for five (5) business days, during which time the Company has not elected to make an Optional Redemption of the principal amount and accrued interest subject to the Exchange Notice; (b) the Company fails for any reason to pay an Optional Redemption Price within five (including without limitation as a result of not having a sufficient number of shares of GGD Stock authorized and reserved for issuance) to issue certificates representing shares of GGD Stock to the Holder in accordance with the provisions of this Debenture upon Conversion of any principal amount hereof, and such failure continues for ten (105) business daysdays of the date required; (iic) the Company fails to deposit with the Holder any additional shares of BLCI Stock or other Collateral required pursuant to the Purchase Agreement or the Security Agreement, within five (5) business days of the date required. (d) the Company breaches, in a material respect, any covenant or other material term or condition of this DebentureNote, the Purchase Agreement, the Registration Rights Agreement Security Agreement, or any other agreement, certificate or instrument delivered by the Company at the Closing (in connection therewith, other than as defined elsewhere specified in the Purchase Agreement)(the "TRANSACTION DOCUMENTS")this Section 5.4, and such breach continues for a period of ten (10) business days after the earlier of (i) an executive officer of the Company obtaining actual knowledge of such default, and (ii) the Company receiving written notice thereof to the Company of such default from the Holder; (iiie) the GGD Registration Statement (as defined in the Registration Rights Agreement) is not declared effective on or prior to the GGD Registration Deadline (as defined in the Registration Rights Purchase Agreement) or if the GGD Registration Statement has been declared effective by such date, and the effectiveness of the GGD Registration Statement lapses for any reason (including without limitation, the issuance of a stop order) or is unavailable to cover the Holder for sale resale of Conversion Exchange Shares in accordance with the terms of the GGD Registration Rights Agreement, and such lapse or unavailability continues for a period of five (5) business days; provided, PROVIDED that the cause of such lapse or unavailability is not due to factors solely within the control of the Holder; and provided, and PROVIDED, FURTHERfurther, that the GGD Registration Statement shall not be deemed to have lapsed or to be unavailable to the Holderunavailable, for purposes of this paragraph (iii) Section 5.4 only, during any Standstill Period (as defined in the Registration Rights AgreementPurchase Agreement with a duration of less than thirty (30) days); (ivf) any representation or warranty made in writing by or on behalf of the GGD Stock is not quoted Company or by any officer of the Company furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the Nasdaq National Market or listed on the NYSE or the Amexdate as of which made; (vi) the Company is in default (as principal or as guarantor or other surety) in the payment of any principal of or interest on any indebtedness that is outstanding in an aggregate principal amount of at least $1,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company is in default in the performance of or compliance with any term of any evidence of any indebtedness in an aggregate outstanding principal amount of at least $1,000,000 or of any mortgage, indenture or other agreement relating thereto, or any other condition exists, and as a consequence of such default or condition such indebtedness has become, or has been declared due and payable before its stated maturity or before its regularly scheduled dates of payment; or (i) BLCI Stock is delisted at any time from trading on the NASDAQ National Market System, the New York Stock Exchange or the American Stock Exchange, or (ii) Closing Bid Prices for BLCI Stock are unavailable for five consecutive Trading Days on the NASDAQ National Market System or either such exchange; or (i) the sale, conveyance or disposition of all or substantially all of the assets of the Company or all or substantially all of the assets comprising the Genzyme General DivisionCompany, the effectuation of a transaction or series of transactions, in which more than fifty percent (50%) of the voting power of the Company is disposed of, or the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least fifty percent (50%) of the surviving entity; andor (vij) the Company (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any subsidiary other petition in bankruptcy, for liquidation or to take advantage of the Company shall make any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, or apply for or consent (iv) consents to the appointment of a receiver or custodian, receiver, trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed; or bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company and, in the case of an involuntary action or other proceeding, remains undismissed and unstayed for a period of sixty (60) days.officer

Mandatory Redemption Event. Each of the following events ---------------------------- shall be deemed a "MANDATORY REDEMPTION EVENTMandatory Redemption Event":: -------------------------- (i) 1. the Company fails for any reason (including without limitation (x) as a result of not having a sufficient number of shares of GGD Common Stock authorized and reserved for issuance, or (y) due to the listing requirements of any quotation system or exchange on which the Common Stock is quoted or listed with which the Company is unable to comply as a result of voluntary action undertaken by the Company or a failure by the Company to take action) to issue shares of Common Stock to a Holder and deliver certificates representing such shares of GGD Stock to the such Holder in accordance with as and when required by the provisions of this Debenture hereof upon Conversion of any principal amount hereofPreferred Shares, and such failure continues for ten twenty (1020) business daysBusiness Days; (ii) 2. any material representation or warranty made by the Company breaches, in a material respect, any covenant or other material term or condition of this Debenture, the Purchase Agreement, the Registration Rights Agreement Agreement, or any other agreement, document, certificate or other instrument delivered by in connection with the Company at transactions contemplated hereby or thereby is inaccurate or misleading in any material respect as of the Closing (as defined in the Purchase Agreement)(the "TRANSACTION DOCUMENTS"), and date such breach continues for a period of ten (10) business days after written notice thereof to the Company from the Holderrepresentation or warranty was made; (iii) 3. if following the GGD declaration of effectiveness of the Registration Statement (as defined in the Registration Rights Agreement) and while the effectiveness of the Registration Statement is not declared effective on or prior required to be maintained pursuant to the GGD Registration Deadline (as defined in terms of the Registration Rights Agreement) or if the GGD Registration Statement has been declared effective by such date, and the effectiveness of the GGD Registration Statement lapses for any reason (including without limitation, the issuance of a stop order) or is unavailable to the Holder for the sale of Conversion Shares in accordance with the terms of the GGD Registration Rights Agreement, and such lapse or unavailability continues for a period of five ten (510) business daysBusiness Days, PROVIDED provided that the cause of such lapse or unavailability is not due results from voluntary action undertaken by the Company or its failure to factors solely within take action; and 4. the control of the Holder, and PROVIDED, FURTHER, that the GGD Registration Statement shall not be deemed to be unavailable to the Holder, for purposes of this paragraph (iii) only, during any Standstill Period (as defined in the Registration Rights Agreement); (iv) the GGD Common Stock is not quoted on the Nasdaq National Market or listed on the NYSE New York Stock Exchange or American Stock Exchange due to any voluntary action or the Amex; (v) failure to take action on the sale, conveyance or disposition of all or substantially all part of the assets of Company. Notwithstanding the foregoing, to the extent that the Company or all or substantially all of the assets comprising the Genzyme General Divisionuses its best efforts to take action to avoid a Mandatory Redemption Event and such action is unsuccessful, the effectuation of a transaction or series of transactionssuch failed attempt, in which more than fifty percent (50%) and of the voting power of the Company is disposed ofitself, or the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail will not be deemed to own, directly or indirectly, at least fifty percent (50%) of the surviving entity; and (vi) the Company or any subsidiary of the Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of trigger a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed; or bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company and, in the case of an involuntary action or other proceeding, remains undismissed and unstayed for a period of sixty (60) daysMandatory Redemption Event.

Mandatory Redemption Event. Each of the following events shall be deemed a "MANDATORY REDEMPTION EVENT": (i) the Company fails for any reason (including without limitation as a result of not having a sufficient number of shares of GGD GTR Stock authorized and reserved for issuanceissuance or as a result of the prohibition contained in Section 3(i)(ii)) to issue certificates representing shares of GGD GTR Stock to the Holder in accordance with the provisions of this Debenture Note upon Conversion of any principal amount hereof, and such failure continues for ten (10) business days; (ii) the Holder is prohibited from converting principal of this Note by operation of subparagraph 3(i)(ii) hereof, and such prohibition continues for a period of sixty (60) days thereafter; (iii) the Company fails to transfer any certificate for shares of GTR Stock issued to the Holder upon Conversion of any principal amount hereof as and when required by this Note or the Registration Rights Agreement and such failure continues for a period of ten (10) business days; (iv) the Company breaches, in a material respect, any covenant or other material term or condition of this DebentureNote, the Note Purchase Agreement, the Registration Rights Agreement or any other agreement, certificate or instrument delivered by the Company at the Closing (as defined in the Note Purchase Agreement)(the Agreement) (the "TRANSACTION DOCUMENTSTransaction Documents"), and such breach continues for a period of ten (10) business days after written notice thereof to the Company from the Holder; (iiiv) the GGD Registration Statement (as defined in the Registration Rights Agreement) is not declared effective on or prior to the GGD Registration Deadline (as defined in the Registration Rights Agreement) by August 15, 1997, or if the GGD Registration Statement has been declared effective by such date, and the effectiveness of the GGD Registration Statement lapses for any reason (including without limitation, the issuance of a stop order) or is unavailable to the Holder for sale of Conversion Shares in accordance with the terms of the GGD Registration Rights Agreement, and such lapse or unavailability continues for a period of five (5) business days, PROVIDED that the cause of such lapse or unavailability is not due to factors solely within the control of the Holder, and PROVIDED, FURTHER, that the GGD Registration Statement shall not be deemed to be unavailable to the Holder, for purposes of this paragraph (iiiv) only, during any Standstill Period (as defined in the Registration Rights Agreement); (ivvi) the GGD GTR Stock is not no longer quoted on the Nasdaq National Market or listed on the NYSE or the Amexa national securities exchange; (vvii) the sale, conveyance or disposition of all or substantially all of the assets of the Company or all or substantially all of the assets comprising the Genzyme General Company's Tissue Repair Division, the effectuation of a transaction or series of transactions, in which more than fifty percent (50%) of the voting power of the Company is disposed of, or the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least fifty percent (50%) of the surviving entity; and (viviii) the Company or any subsidiary of the Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed; or bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company and, in the case of an involuntary action or other proceeding, remains undismissed and unstayed for a period of sixty (60) daysdays (each, a "LIQUIDATION EVENT").

Mandatory Redemption Event. Each of the following events shall be -------------------------- deemed a "MANDATORY REDEMPTION EVENTMandatory Redemption Event": (ia) an Exchange Default occurs and continues for five (5) business days, during which time the Company has not elected to make an Optional Redemption of the principal amount and accrued interest subject to the Exchange Notice; (b) the Company fails for any reason to pay an Optional Redemption Price within five (including without limitation as a result of not having a sufficient number of shares of GGD Stock authorized and reserved for issuance) to issue certificates representing shares of GGD Stock to the Holder in accordance with the provisions of this Debenture upon Conversion of any principal amount hereof, and such failure continues for ten (105) business daysdays of the date required; (iic) the Company fails to deposit with the Holder any additional shares of BLCI Stock or other Collateral required pursuant to the Purchase Agreement or the Security Agreement, within five (5) business days of the date required; (d) the Company breaches, in a material respect, any covenant or other material term or condition of this DebentureNote, the Purchase Agreement, the Registration Rights Agreement Security Agreement, or any other agreement, certificate or instrument delivered by the Company at the Closing (in connection therewith, other than as defined elsewhere specified in the Purchase Agreement)(the "TRANSACTION DOCUMENTS")this Section 5.4, and such breach continues for a period of ten (10) business days after the earlier of (i) an executive officer of the Company obtaining actual knowledge of such default, and (ii) the Company receiving written notice thereof to the Company of such default from the Holder; (iiie) the GGD Registration Statement (as defined in the Registration Rights Agreement) is not declared effective on or prior to the GGD Registration Deadline (as defined in the Registration Rights Purchase Agreement) or if the GGD Registration Statement has been declared effective by such date, and the effectiveness of the GGD Registration Statement lapses for any reason (including without limitation, the issuance of a stop order) or is unavailable to cover the Holder for sale resale of Conversion Exchange Shares in accordance with the terms of the GGD Registration Rights Agreement, and such lapse or unavailability continues for a period of five (5) business days; provided, PROVIDED that the cause of such lapse or unavailability is not due to factors solely within the control of the Holder; and provided, and PROVIDED, FURTHERfurther, that the GGD Registration Statement shall not be deemed to have lapsed or to be unavailable to the Holderunavailable, for purposes of this paragraph (iii) Section 5.4 only, during any Standstill Period (as defined in the Registration Rights AgreementPurchase Agreement with a duration of less than thirty (30) days); (ivf) any representation or warranty made in writing by or on behalf of the GGD Stock is not quoted Company or by any officer of the Company furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the Nasdaq National Market or listed on the NYSE or the Amexdate as of which made; (vi) the Company is in default (as principal or as guarantor or other surety) in the payment of any principal of or interest on any indebtedness that is outstanding in an aggregate principal amount of at least $1,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company is in default in the performance of or compliance with any term of any evidence of any indebtedness in an aggregate outstanding principal amount of at least $1,000,000 or of any mortgage, indenture or other agreement relating thereto, or any other condition exists, and as a consequence of such default or condition such indebtedness has become, or has been declared due and payable before its stated maturity or before its regularly scheduled dates of payment; or (i) BLCI Stock is delisted at any time from trading on the NASDAQ National Market System, the New York Stock Exchange or the American Stock Exchange, or (ii) Closing Bid Prices for BLCI Stock are unavailable for five consecutive Trading Days on the NASDAQ National Market System or either such exchange; or (i) the sale, conveyance or disposition of all or substantially all of the assets of the Company or all or substantially all of the assets comprising the Genzyme General DivisionCompany, the effectuation of a transaction or series of transactions, in which more than fifty percent (50%) of the voting power of the Company is disposed of, or the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least fifty percent (50%) of the surviving entity; andor (vij) the Company (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any subsidiary other petition in bankruptcy, for liquidation or to take advantage of the Company shall make any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, or apply for or consent (iv) consents to the appointment of a receiver custodian, receiver, trustee or trustee for other officer with similar powers with respect to it or for a with respect to any substantial part of its property property, (v) is adjudicated as insolvent or businessto be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or (k) a court or such governmental authority of competent jurisdiction enters an order appointing, without consent by the Company, a receiver custodian, receiver, trustee or trustee shall otherwise be appointed; other officer with similar powers with respect to it or bankruptcywith respect to any substantial part of its property, insolvency, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation proceedings or other proceedings for relief under to take advantage of any bankruptcy or insolvency law of any jurisdiction, or any law for ordering the relief dissolution, winding-up or liquidation of debtors shall be instituted by or against the Company or any subsidiary of such petition shall be filed against the Company andand such petition shall not be dismissed within 60 days; or (l) a final judgment or judgments for the payment of money aggregating in excess of $1,000,000 are rendered against the Company which judgment is not, in within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the case expiration of an involuntary action or other proceeding, remains undismissed and unstayed for a period of sixty (60) dayssuch stay.