Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemed.
Appears in 9 contracts
Samples: Senior Secured Note (Digital Ally, Inc.), Senior Unsecured Nonconvertible Note (Hepion Pharmaceuticals, Inc.), Note (Zoomcar Holdings, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Company Corporation shall deliver the applicable Event of Default Redemption Price to the Holder within three seven (37) Business Days after the CompanyCorporation’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, Notice and thereafter the Company Holder shall promptly deliver this Note to the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”)Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b3(f)(iv), the Company Corporation shall deliver to the applicable Holder the Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (ii) within three (37) Business Days after the CompanyCorporation’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateNotice otherwise. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company Corporation shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d3(m)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company Corporation does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company Corporation pays such unpaid Redemption Price in full, the Holder shall have the optionoption to, in lieu of redemption, to require the Company Corporation to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon One (1) day after the CompanyCorporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 18(d3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note Amount or such new Notes shall be adjusted to be redeemedthe lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voided.
Appears in 7 contracts
Samples: Convertible Note Agreement (Samson Investment CO), Convertible Note Agreement (Samson Investment CO), Convertible Note Agreement (X-Change Corp)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) five Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) five Business Days after the Company’s 's receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid Optional Redemption Price to the Holder on the applicable Optional Prepayment Date. The Company shall pay Redemption Date specified in the applicable Optional Redemption Price to the Holder Notice as specified in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateSection 8. In the event of a redemption of less than all of the Note Amount Principal of this NoteNote and provided that the Holder has delivered this Note to the Company, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that If the Company does not fails to pay a the Holder the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, by written notice to the Company, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted or called for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing the sum of such Note Conversion Amount to be redeemedredeemed together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Sale Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Company and ending on and including the date on which the Redemption Notice is voided. The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Security Devices International Inc.), Securities Purchase Agreement (Security Devices International Inc.), Securities Purchase Agreement (Security Devices International Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) Notice (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Mandatory Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Company Mandatory Redemption Date. Notwithstanding anything herein to wire instructions provided by the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under any such other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby and, upon payment in full in accordance herewith, shall satisfy the Company’s payment obligation under such other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby. In the event of a redemption of less than all of the Note Outstanding Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d12(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Outstanding Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Outstanding Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d12(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 7, if applicable) minus (2) the Principal portion of the Outstanding Amount submitted for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to be redeemedmake any payments of Late Charges which have accrued prior to the date of such notice with respect to the Outstanding Amount subject to such notice.
Appears in 4 contracts
Samples: Agreement for Amendment to Series a and Series B Warrants (Repros Therapeutics Inc.), Agreement for Amendment to Series a and Series B Warrants (Repros Therapeutics Inc.), Agreement for Amendment to Series a and Series B Warrants (Repros Therapeutics Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder or the Company has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt delivery to the Company or the Holder, as applicable, of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Redemption Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d13(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Redemption Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, Redemption Amount and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d13(d)) to the Holder representing such Note Redemption Amount to be redeemed. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of any amount, including Late Charges, which have accrued prior to the date of such notice with respect to the Redemption Amount subject to such notice.
Appears in 3 contracts
Samples: Fourth Supplemental Agreement (Acacia Research Corp), Third Supplemental Agreement (Acacia Research Corp), Second Supplemental Agreement (Acacia Research Corp)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d17(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 3 contracts
Samples: Convertible Note Agreement (CISO Global, Inc.), Convertible Note Agreement (CISO Global, Inc.), Senior Convertible Note (SOBR Safe, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder on is entitled to receive a cash payment under any of the applicable Optional Prepayment Date. The Company shall pay other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in cash by wire transfer of immediately available funds pursuant to wire instructions provided by full or conversion in accordance herewith, shall satisfy the Holder in writing to the Company on the applicable due dateCompany’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s receipt obligations to make any payments of Late Charges which have accrued prior to the date of such notice, (x) the applicable Redemption Notice shall be null and void notice with respect to the Conversion Amount subject to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemednotice.
Appears in 3 contracts
Samples: Convertible Security Agreement (Dolphin Entertainment, Inc.), Convertible Security Agreement (Dolphin Entertainment, Inc.), Convertible Security Agreement (Dolphin Entertainment, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has Required Holders have submitted a Holders Change of Control Redemption Notice in accordance with Section 5(b5(a), then the Company shall deliver the applicable Holders Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received at least three (3) Business Days prior to the consummation of such Change of Control and (ii) within three five (35) Business Days after the Company’s receipt of such notice otherwise (such date, otherwise. If the “Company has submitted a Company Change of Control Redemption Date”Notice in accordance with Section 5(b). The , then the Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Change of Control Redemption Price to the Holder in cash by wire transfer within five (5) Business Days after the consummation of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due datesuch Change of Control. In the event of a redemption of a Conversion Amount which is less than all of the Note Amount outstanding Principal of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d14(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (xA) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (yB) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d14(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (C) the Conversion Price of this Note or such new Notes shall be adjusted to the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided.
Appears in 3 contracts
Samples: Convertible Note Agreement (Adcare Health Systems, Inc), Convertible Note Agreement (Adcare Health Systems, Inc), Subordinated Convertible Note (Adcare Health Systems, Inc)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateEvent of Default Redemption Date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately promptly return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Conversion Amount that was to have been redeemed and (z) the Conversion Price of this Note Amount to or such new Notes shall be redeemedthe Conversion Price as in effect on the date on which the applicable Redemption Notice is voided.
Appears in 2 contracts
Samples: Senior Convertible Note (Eterna Therapeutics Inc.), Senior Convertible Note (Eterna Therapeutics Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3a) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b)5.2, the Company shall deliver the applicable Change of Control Redemption Price (together with all accrued but unpaid Interest on the Principal to be redeemed) to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such dateeach, the a “Change of Control Redemption Date”). The .
(b) In the event of a Company Optional Redemption, the Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Company Optional Prepayment Date. The Company shall pay the applicable Redemption Price (together with all accrued but unpaid Interest) to the Holder in cash by wire transfer or shares of immediately available funds pursuant Common Stock as determined in Section 3.4 hereof on the applicable Company Optional Redemption Date.
(c) Notwithstanding anything herein to wire instructions provided by the contrary, in connection with any redemption under this Section 10 at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due date. Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document.
(d) In the event of a redemption of less than all of the Note Amount Principal of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)16.4) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. redeemed.
(e) In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount Principal that was submitted for redemption and for which the applicable Redemption Price (together with any Interest thereon) has not been paid. Upon the Company’s receipt of such notice, (xi) the applicable Redemption Notice shall be null and void with respect to such Note AmountPrincipal, and (yii) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d16.4)) , to the Holder representing Holder; provided, that, notwithstanding the applicable Redemption Notice being deemed null and void and such return or issuance of this Note Amount or a new Note in accordance with the foregoing, a continual Event of Default shall thereafter be deemed to have occurred and be redeemedcontinuing until the subsequent repayment or conversion of this Note in full.
Appears in 2 contracts
Samples: Subordinated Note Agreement (Venus Concept Inc.), Subordinated Note Agreement (Venus Concept Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price Notice in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”4(b). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control Control, and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Company Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds on the applicable Company Optional Redemption Date in accordance with Section 8(g). If the Holder has elected optional redemption pursuant to wire instructions provided by Section 8(f) in response to its receipt of the Holder Optional Redemption Notice, the Company shall deliver the applicable Holder Optional Redemption Price to the Holder in cash on the applicable Holder Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption (or for which the Company elected optional redemption) and for which the applicable Redemption Price (together with any Late Charges thereon and Make-Whole Amount) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) seventy-five percent (75%) of the lowest Closing Bid Price of the Ordinary Shares during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) seventy-five percent (75%) of the quotient of (I) the sum of the two (2) lowest VWAPs of the Ordinary Shares during the ten (10) consecutive Trading Day period ending and including the applicable Conversion Date divided by (II) two (2) (it being understood and agreed that all such Note determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges and Make-Whole Amount, which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Blue Ocean Acquisition Corp), Securities Purchase Agreement (TNL Mediagene)
Mechanics. The Company shall deliver may exercise its right to Redemption under this Section 6 on the applicable Event of Default Redemption Price Trading Day immediately following any Equity Conditions Measuring Period by delivering a written notice thereof, by electronic mail to the Holder within three (3) Business Days after the Company’s receipt all, but not less than all, of the Holder’s Event holders of Default the Warrants (each, a “Redemption Notice; provided that upon ”, and the date thereof, each a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default “Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Notice Date”). If For purposes of Section 2(a) hereof, “Redemption Notice” shall be deemed to replace “Notice of Exercise” for all purposes thereunder as if the Holder has submitted delivered a Change Notice of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing Exercise to the Company on the applicable due dateRedemption Notice Date, mutatis mutandis. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which Each Redemption Notice shall be calculated as if no irrevocable. The Company may only deliver one Redemption Notice has been deliveredin any given twenty (20) Trading Day period. In the event Each Redemption Notice shall (x) state that the Company does not pay is electing to effect a Redemption Price to on the Holder within thirtieth (30th) day (the time period required, at any time thereafter and until the Company pays such unpaid “Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (xDate”) following the applicable Redemption Notice shall Date (such 30-day period, the “Redemption Period”), (y) state the aggregate number of Warrant Shares to be null exercised by the Holder (not in excess of the Maximum Redemption Share Amount) and void with respect all of the holders of the Warrants on the Redemption Date (subject to such Note Amountany adjustments thereto pursuant to Section 3 that may occur prior to the Redemption Date), and (yz) contain a certification from an officer or director of the Company that the Redemption Conditions shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to have been satisfied as of the Holder representing such Note Amount to be redeemedRedemption Notice Date.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Felicitex Therapeutics Inc.), Common Stock Purchase Warrant (Felicitex Therapeutics Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s Upon receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Defaultan Exercise Notice pursuant to Section 1 above, the Company shall deliver shall, (A) in the applicable Bankruptcy Event case of Default Redemption Price in accordance with Section 4(c) (as applicablea Cash Exercise, no later than the “Event close of Default Redemption Date”). If business on the Holder has submitted a Change later to occur of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of third (3rd) business day following the Exercise Date specified in such Change of Control if such notice is received prior to the consummation of such Change of Control Exercise Notice and (ii) within three the date on which the Company shall have received payment of the Exercise Price, (3B) Business Days after in the Company’s receipt case of a Cashless Exercise (as defined below), no later than the close of business on the third (3rd) business day following the Exercise Date specified in such notice otherwise Exercise Notice, and (such dateC) with respect to Warrant Shares that are the subject of a Dispute Procedure, the close of business on the third (3rd) business day following the determination made pursuant to Section 1(b) (each of the dates specified in (A), (B) or (C) being referred to as a “Change of Control Redemption Delivery Date”), issue and deliver or caused to be delivered to the Holder the number of Warrant Shares as shall be determined as provided herein. The Company shall deliver effect delivery of Warrant Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”) and no restrictive legend is required pursuant to the terms of this Warrant, the Securities Purchase Agreement or the Securities Act of 1933, as amended (the “Securities Act”), by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Note Amount being prepaid to Exercise Notice) with the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer number of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause Warrant Shares required to be issued and delivered to delivered, no later than the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest close of business on such Principal which shall be calculated as if no Redemption Notice has been deliveredDelivery Date. In the event that the Transfer Agent is not a participant in FAST, if the Holder so specifies in a Exercise Notice or otherwise in writing on or before the Exercise Date or if a restrictive legend is required pursuant to the terms of this Warrant, the Securities Purchase Agreement or the Securities Act, the Company does not pay a Redemption Price shall effect delivery of Warrant Shares by delivering to the Holder within or its nominee physical certificates representing such Warrant Shares, no later than the time period required, at any time thereafter and until the Company pays close of business on such unpaid Redemption Price in full, Delivery Date. Warrant Shares delivered to the Holder shall have the option, in lieu of redemption, to require the Company to promptly return not contain any restrictive legend unless such legend is required pursuant to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemedSecurities Act.
Appears in 2 contracts
Samples: Warrant Agreement (Bookham, Inc.), Warrant Agreement (Bookham, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Company Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Holder Optional Redemption Price to wire instructions provided by the Holder in cash on the applicable Holder Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing such Note Amount to be redeemed.the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B)
Appears in 2 contracts
Samples: Security Agreement (Esports Entertainment Group, Inc.), Security Agreement (Esports Entertainment Group, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “"Event of Default Redemption Date”"). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s 's receipt of such notice otherwise (such date, the “"Change of Control Redemption Date”"). The Company shall deliver the applicable Note Amount being prepaid Optional Prepayment Price to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 2 contracts
Samples: Senior Convertible Note (Volcon, Inc.), Senior Convertible Note (Volcon, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b5(a), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and on the later of the consummation of such Change of Control and the date five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Installment Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Installment Date. The Company shall deliver the applicable Holder Optional Redemption Price to wire instructions provided by the Holder in cash on the applicable Holder Optional Redemption Date. The Company shall deliver the applicable Cash Settlement Price to the Holder in cash on the applicable Conversion Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall shall, upon delivery by the Holder of its existing Note to the Company for cancellation, promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) ), to the Holder representing Holder, but none of the foregoing shall amend, modify or waive any Event of Default or Alternate Conversion Event, if any, then outstanding. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such Note notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 2 contracts
Samples: Exchange Agreement (Amyris, Inc.), Exchange Agreement (Amyris, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder Trustees in cash within three two (32) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default. If the Holder has submitted its Series 2 Debenture in accordance with Section 5, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Fundamental Transaction Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateFundamental Transaction Payment Date. In the event of a redemption of less than all of the Note Conversion Amount of this Noteheld by a Holder, the Company shall promptly cause to be issued and delivered to the Holder Trustees or the Holder, as applicable, a new Note Series 2 Debenture certificate (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder Trustees or the Holder, as applicable, within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note Series 2 Debenture representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s Trustees’ receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, Conversion Amount and (y) the Company shall immediately return this NoteSeries 2 Debenture, or issue a new Note Series 2 Debenture certificate (in accordance with Section 18(d)) ), to the Holder representing Trustees or the Holder, as applicable, and in each case the principal amount of such Note Series 2 Debenture certificate or such new Series 2 Debenture certificate (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price minus (2) the Principal portion of the Conversion Amount submitted for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to be redeemedmake any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Second Supplemental Indenture (North American Palladium LTD)
Mechanics. The Company Each Holder Optional Redemption Notice shall deliver indicate that all, or such applicable portion, as set forth in the applicable Event Holder Optional Redemption Notice, of Default the Eligible Holder Optional Redemption Price to Amount the Holder within three is electing to have redeemed (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event Holder Optional Redemption Amount”) and the date of Default such Holder Optional Redemption (the “Holder Optional Redemption Date”). If , which shall be the later of (x) the fifth (5th) Business Day after the date of the applicable Holder has submitted a Change of Control Optional Redemption Notice in accordance with Section 5(b), and (y) the Company shall deliver the applicable Change date of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change Additional Debt Incurrence. The portion of Control if such notice is received prior this Note subject to redemption pursuant to this Section 9 shall be redeemed by the Company in cash at a price equal to the consummation applicable Optional Redemption Percentage of such Change the Conversion Amount being redeemed as of Control and the Holder Optional Redemption Date (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Holder Optional Redemption DatePrice”). The Company Redemptions required by this Section 9 shall deliver be made in accordance with the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer provisions of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateSection 12. In the event of a the Company’s redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing under this Section 9, the Note Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 9 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Notwithstanding anything to the contrary in this Section 9, but subject to Section 3(d), until the Holder Optional Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount that was submitted for redemption and for which under this Section 9 (together with any Late Charges thereon) may be converted, in whole or in part, by the applicable Holder into Common Stock pursuant to Section 3. In connection with a redemption by the Company pursuant this Section 9, the Series B Warrants shall vest as to a number of shares of Common Stock underlying the Series B Warrants held by the Holder equal to the number of shares issuable upon conversion of the Holder Optional Redemption Price has not been paidat the Conversion Price, as adjusted hereunder. Upon the Company’s receipt by the Company of a Holder Optional Redemption Notice from the Holder, the Company shall acknowledge in writing to the Holder the receipt of such notice, (x) the applicable Holder Optional Redemption Notice shall be null and void with respect to such Note Amount, and within one (y1) Trading Day of receipt by the Company and such written acknowledgement shall immediately return this Note, or issue a new Note (set forth the number of shares of Common Stock underlying the Series B Warrants that have vested in accordance connection with Section 18(d)) the redemption pursuant to the Holder representing such Note Amount to be redeemedOptional Redemption Notice.
Appears in 1 contract
Samples: Security Agreement (Esports Entertainment Group, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Installment Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Installment Date. The Company shall deliver the applicable Company Optional Redemption Price to wire instructions provided by the Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) 75% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) 75% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such Note determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rock Creek Pharmaceuticals, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three five (35) Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, Notice (the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “"Event of Default Redemption Date”"). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three five (35) Business Days after the Company’s 's receipt of such notice otherwise (such date, the “"Change of Control Redemption Date”"). The Company shall deliver the applicable Note Amount being prepaid to the Holder Optional Redemption Price on the applicable Holder Optional Prepayment Redemption Date. The Company shall pay deliver the applicable Company Optional Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateCompany Optional Redemption Date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price then in effect and (B) the Market Price as of the date on which the applicable Redemption Notice is delivered to the Company. The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) five Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid Company Installment Redemption Price to the Holder on the applicable Optional Prepayment Installment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price With respect to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Defaultredemption pursuant hereto, the Company will send a written notice of redemption by first class mail to each holder of record of shares of Convertible Preferred Stock, not fewer than 15 days nor more than 60 days prior to the Redemption Date at its registered address (the "Redemption Notice"); provided, however, that no failure to give such notice nor any deficiency therein shall deliver affect the applicable Bankruptcy Event validity of Default Redemption Price in accordance with Section 4(c) (the procedure for the redemption of any shares of Convertible Preferred Stock to be redeemed except as applicable, to the “Event of Default Redemption Date”)holder or holders to whom the Company has failed to give said notice or except as to the holder or holders whose notice was defective. If the Holder has submitted a Change of Control The Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder state:
(i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and redemption price;
(ii) within three whether all or less than all the outstanding shares of the Convertible Preferred Stock are to be redeemed and the total number of shares of the Convertible Preferred Stock being redeemed;
(3iii) Business Days after the Redemption Date;
(iv) that the holder is to surrender to the Company’s receipt , in the manner, at the place or places and at the price designated, his certificate or certificates representing the shares of Convertible Preferred Stock to be redeemed; and
(v) that dividends on the shares of the Convertible Preferred Stock to be redeemed shall cease to accumulate on such notice otherwise (Redemption Date unless the Company defaults in the payment of the redemption price. Each holder of Convertible Preferred Stock shall surrender the certificate or certificates representing such date, the “Change shares of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid Convertible Preferred Stock to the Holder Company, duly endorsed (or otherwise in proper form for transfer, as determined by the Company), in the manner and at the place designated in the Redemption Notice, and on the applicable Optional Prepayment Date. The Company Redemption Date the full redemption price for such shares shall pay the applicable Redemption Price be payable in cash to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by person whose name appears on such certificate or certificates as the Holder in writing to the Company on the applicable due dateowner thereof, and each surrendered certificate shall be canceled and retired. In the event of a redemption of that less than all of the Note Amount of this Noteshares represented by any such certificate are redeemed, the Company a new certificate shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemedunredeemed shares.
Appears in 1 contract
Samples: Merger Agreement (Globix Corp)
Mechanics. In the event that the Holder has sent an Event of Default Redemption Notice or a Change of Control Redemption Notice to the Company pursuant to Section 4(b) or Section 5(c), or has received a Company Optional Redemption Notice pursuant to Section 9(b), then the Holder shall promptly after receipt of the applicable Redemption Price submit this Note to the Company (each, a “Redemption Notice”). The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) five Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b5(c), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) five Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Company Optional Redemption Amount being prepaid to the Holder on the applicable Company Optional Prepayment Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the Event of Default Redemption Price, the Change of Control Redemption Price or the Company Optional Redemption Price (each, the “Redemption Price”), as applicable, to the Holder (or deliver any Common Stock to be issued pursuant to a Redemption Notice) within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price (and issues any Common Stock required pursuant to a Redemption Notice) in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (or any Common Stock required to be issued pursuant to a Redemption Notice) (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price during the period beginning on and including the date on which the Redemption Notice is delivered to the Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d17(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Mechanics. The Company Each Holder Optional Redemption Notice shall deliver indicate that all, or such applicable portion, as set forth in the applicable Event Holder Optional Redemption Notice, of Default the Eligible Holder Optional Redemption Price to Amount the Holder within three is electing to have redeemed (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event Holder Optional Redemption Amount”) and the date of Default such Holder Optional Redemption (the “Holder Optional Redemption Date”). If , which shall be the later of (x) the fifth (5th) Business Day after the date of the applicable Holder has submitted a Change of Control Optional Redemption Notice in accordance with Section 5(b), and (y) the Company shall deliver the applicable Change date of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change Additional Debt Incurrence. The portion of Control if such notice is received prior this Note subject to redemption pursuant to this Section 9 shall be redeemed by the Company in cash at a price equal to the consummation applicable Optional Redemption Percentage of such Change the Conversion Amount being redeemed as of Control and the Holder Optional Redemption Date (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Holder Optional Redemption DatePrice”). The Company Redemptions required by this Section 9 shall deliver be made in accordance with the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer provisions of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateSection 12. In the event of a the Company’s redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing under this Section 9, the Note Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Notwithstanding anything to the contrary in this Section 9, but subject to Section 3(d), until the Holder Optional Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount that was submitted for redemption and for which under this Section 9 (together with any Late Charges thereon) may be converted, in whole or in part, by the applicable Holder into Common Stock pursuant to Section 3. In connection with a redemption by the Company pursuant this Section 9, the Series B Warrants shall vest as to a number of shares of Common Stock underlying the Series B Warrants held by the Holder equal to the number of shares issuable upon conversion of the Holder Optional Redemption Price has not been paidat the Conversion Price, as adjusted hereunder. Upon the Company’s receipt by the Company of a Holder Optional Redemption Notice from the Holder, the Company shall acknowledge in writing to the Holder the receipt of such notice, (x) the applicable Holder Optional Redemption Notice shall be null and void with respect to such Note Amount, and within one (y1) Trading Day of receipt by the Company and such written acknowledgement shall immediately return this Note, or issue a new Note (set forth the number of shares of Common Stock underlying the Series B Warrants that have vested in accordance connection with Section 18(d)) the redemption pursuant to the Holder representing such Note Amount to be redeemedOptional Redemption Notice.
Appears in 1 contract
Samples: Security Agreement (Esports Entertainment Group, Inc.)
Mechanics. The Company Each Subsequent Placement Optional Redemption Notice shall deliver indicate that all, or such applicable portion, as set forth in the applicable Event Subsequent Placement Optional Redemption Notice, of Default the Eligible Subsequent Placement Optional Redemption Price to Amount the Holder within three is electing to have redeemed (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event Subsequent Placement Optional Redemption Amount”) and the date of Default such Subsequent Placement Optional Redemption (the “Subsequent Placement Optional Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu later of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the fifth (5th) Business Day after the date of the applicable Subsequent Placement Optional Redemption Notice shall be null and void with respect to such Note Amount, and (y) the date of the consummation of such Eligible Subsequent Placement. The portion of the Conversion Amount of this Note subject to redemption pursuant to this Section 9 shall be redeemed by the Company in cash at a price equal to 110% of the greater of (i) the Subsequent Placement Optional Redemption Amount being redeemed as of the Subsequent Placement Optional Redemption Date and (ii) the product of (1) the quotient of (A) the Subsequent Placement Optional Redemption Amount being redeemed divided by (b) the Alternate Conversion Price then in effect as of the Subsequent Placement Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section 9 (the “Subsequent Placement Optional Redemption Price”). Redemptions required by this Section 9 shall immediately return this Note, or issue a new Note (be made in accordance with the provisions of Section 18(d)) to the Holder representing such Note Amount to be redeemed13.
Appears in 1 contract
Samples: Securities Purchase Agreement (NewGenIvf Group LTD)
Mechanics. The Company Issuer shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the CompanyIssuer’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company Issuer shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of in Control Redemption Notice in accordance with Section 5(b), the Company Issuer shall deliver the applicable Change of in Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of in Control if such notice is received prior to the consummation of such Change of in Control and (ii) within three (3) Business Days after the CompanyIssuer’s receipt of such notice otherwise (such date, the “Change of in Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid Subject to the Holder on terms of each Intercreditor Agreement, the applicable Optional Prepayment Date. The Company Issuer shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder holder in writing to the Company Issuer on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this FILO C Note, the Company Issuer shall promptly cause to be issued and delivered to the Holder a new FILO C Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company Issuer does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company Issuer pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company Issuer to promptly return to the Holder all or any portion of this FILO C Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the CompanyIssuer’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company Issuer shall immediately return this FILO C Note, or issue a new FILO C Note (in accordance with Section 18(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this FILO C Note or such new FILO C Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Issuer and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) Notice (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Installment Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Installment Date. The Company shall deliver the applicable Sale Redemption Price to wire instructions provided by the Holder in writing to the Company cash on the applicable due dateSale Redemption Date. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing such Note Amount to be redeemedthe lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) 85% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Superconductor Corp /De/)
Mechanics. The Company Issuer shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the CompanyIssuer’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company Issuer shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of in Control Redemption Notice in accordance with Section 5(b), the Company Issuer shall deliver the applicable Change of in Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of in Control if such notice is received prior to the consummation of such Change of in Control and (ii) within three (3) Business Days after the CompanyIssuer’s receipt of such notice otherwise (such date, the “Change of in Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid Subject to the Holder on terms of each Intercreditor Agreement, the applicable Optional Prepayment Date. The Company Issuer shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder holder in writing to the Company Issuer on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this JSC Note, the Company Issuer shall promptly cause to be issued and delivered to the Holder a new JSC Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company Issuer does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company Issuer pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company Issuer to promptly return to the Holder all or any portion of this JSC Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the CompanyIssuer’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company Issuer shall immediately return this JSC Note, or issue a new JSC Note (in accordance with Section 18(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this JSC Note or such new JSC Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Issuer and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 1 contract
Samples: JSC Note (Tuesday Morning Corp/De)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Company Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Company Optional Redemption Date. Notwithstanding anything herein to wire instructions provided by the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Outstanding Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Outstanding Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Outstanding Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d20(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 13, if applicable) minus (2) the Principal portion of the Outstanding Amount submitted for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to be redeemedmake any payments of Late Charges which have accrued prior to the date of such notice with respect to the Outstanding Amount subject to such notice.
Appears in 1 contract
Mechanics. The Company Within 75 days after the end of each of FY 2012, FY 2013 and FY 2014, Buyer shall deliver to Seller a statement that reflects the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt amount of the Holder’s Event Gross Margin, including the amount of Default Redemption Notice; provided that upon Gross Sales and Cost of Goods Sold for such year, as the case may be (each, a Bankruptcy Event of Default"Gross Margin Statement" and the date on which the Gross Margin Statement is delivered by Buyer to Seller, the Company "Gross Margin Date"), together with a calculation of the Earnout Payment due pursuant to Section 2.07, if any. The Gross Margin Statement shall deliver be based upon the applicable Bankruptcy Event books and records of Default Redemption Price Buyer and Buyer's financial statements, which shall have been prepared in accordance with Section 4(c) GAAP. The Gross Margin Statement shall be final and binding for purposes of this Agreement unless, within ten Business Days from the Gross Margin Statement Date (as applicableduring which ten day period Seller and its representatives shall have access during reasonable business hours and subject to customary confidentiality provisions to the book and records of Buyer and its Affiliates in order to verify the amounts set forth in the Gross Margin Statement), Seller delivers written notice to Buyer of any dispute or disagreement with the Gross Margin Statement ("Dispute Notice"). The Dispute Notice shall specify, in reasonable detail, the “Event nature and extent of Default Redemption Date”such dispute or disagreement. If Seller timely delivers a Dispute Notice to Buyer, Seller and Buyer shall promptly attempt to resolve such dispute or disagreement in good faith. If Seller and Buyer are unable to resolve such dispute or disagreement within 15 days after receipt by Buyer of the relevant Dispute Notice, either Seller or Buyer may submit such dispute or disagreement for final determination to a mutually acceptable independent registered public accounting firm for final determination, provided that such accounting firm shall not have performed accounting or audit services for Buyer or Seller in the past year prior to such appointment (the "Determining Accountants"). If The Determining Accountants shall act as an arbitrator to determine and resolve such dispute or disagreement based on the Holder has submitted a Change of Control Redemption Notice presentations by Seller, Buyer and their respective representatives and in accordance with Section 5(b), the Company terms of this Agreement. The Determining Accountants shall deliver make its determination regarding such dispute or disagreement within 30 days after the applicable Change of Control Redemption Price date upon which Seller or Buyer submits the dispute or disagreement to the Holder (i) concurrently with Determining Accountants, and in that undertaking shall not be required to follow any particular procedure but shall proceed in a manner designed to achieve a speedy and economic resolution of the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)dispute. The Company Determining Accountants shall deliver the applicable Note Amount being prepaid set forth its determination, which shall be final, binding and conclusive in a written statement delivered to the Holder on the applicable Optional Prepayment DateBuyer and Seller, stating its reason therefor. The Company Determining Accountants shall pay the applicable Redemption Price be instructed to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (render its decision in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed terms hereof, including GAAP. The costs and any accrued Interest on such Principal which expenses of the Determining Accountants shall be calculated as if no Redemption Notice has been deliveredborne equally by Buyer and Seller. In the event that the Company does not pay a Redemption Price The Determining Accountants' engagement pursuant to this Section 2.07(d) shall be limited solely to the Holder within issues set forth in the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemedDispute Notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateEvent of Default Redemption Date. In the event of a redemption of less than all of the Note Amount outstanding Principal and accrued and unpaid Interest of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Event of Default Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount Principal and Interest thereon that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Event of Default Redemption Notice shall be null and void with respect to such Note AmountPrincipal and Interest, and (y) the Company shall immediately promptly return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Principal and Interest that was to have been redeemed and (z) the outstanding Principal and accrued and unpaid Interest of this Note Amount to or such new Notes shall be redeemedthe amounts thereof as in effect on the date on which the applicable Event of Default Redemption Notice is voided.
Appears in 1 contract
Samples: Convertible Security Agreement (Eterna Therapeutics Inc.)
Mechanics. The Company Each Asset Sale Optional Redemption Notice shall deliver indicate that all, or such applicable portion, as set forth in the applicable Event Asset Sale Optional Redemption Notice, of Default the Eligible Asset Sale Optional Redemption Price to Amount the Holder within three is electing to have redeemed (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event Asset Sale Optional Redemption Amount”) and the date of Default such Asset Sale Optional Redemption (the “Asset Sale Optional Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu later of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the fifth (5th) Business Day after the date of the applicable Asset Sale Optional Redemption Notice shall be null and void with respect to such Note Amount, and (y) the date of the consummation of such Eligible Asset Sale. The portion of the Conversion Amount of this Note subject to redemption pursuant to this Section 10 shall be redeemed by the Company in cash at a price equal to 110% of the greater of (i) the Asset Sale Optional Redemption Amount being redeemed as of the Asset Sale Optional Redemption Date and (ii) the product of (1) the quotient of (A) the Asset Sale Optional Redemption Amount being redeemed divided by (b) the Alternate Conversion Price then in effect as of the Asset Sale Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section 10 (the “Subsequent Placement Optional Redemption Price”). (the “Asset Sale Optional Redemption Price”). Redemptions required by this Section 10 shall immediately return this Note, or issue a new Note (be made in accordance with the provisions of Section 18(d)) to the Holder representing such Note Amount to be redeemed13.
Appears in 1 contract
Samples: Securities Purchase Agreement (NewGenIvf Group LTD)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder on is entitled to receive a cash payment under any of the applicable Optional Prepayment Date. The Company shall pay other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in cash by wire transfer of immediately available funds pursuant to wire instructions provided by full or conversion in accordance herewith, shall satisfy the Holder in writing to the Company on the applicable due dateCompany’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 98% of the lowest Closing Bid Price of the Common Shares during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y) 98% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Shares during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such Note Amount to determinations shall be redeemedappropriately adjusted for any share dividend, share split, share combination or other similar transaction during such period). For the avoidance of doubt, redemptions cannot be settled for anything other than cash.
Appears in 1 contract
Samples: Securities Restructuring Agreement (Sundial Growers Inc.)
Mechanics. The On or prior to second (2nd) Trading Day prior to (x) the execution by the Company shall deliver of any definitive agreement with respect to any Subsequent Transaction or (y) the applicable Event granting, issuance or sale of Default Redemption Price to any shares of Common Stock under the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of DefaultPermitted Equity Line, as applicable, the Company shall deliver written notice (each a “Subsequent Transaction Notice”) to the applicable Bankruptcy Event Holder setting forth (i) a reasonable description of Default Redemption Price in accordance with Section 4(c) (such Subsequent Transaction or the issuance under the Permitted Equity Line, as applicable, (ii) the aggregate cash amount to be paid in such Subsequent Transaction or pursuant to the Permitted Equity Line, as applicable, (iii) the Company’s reasonable estimate of the fair market value of the aggregate non-cash amount, if any, to be paid in such Subsequent Transaction or pursuant to the Permitted Equity Line, as applicable, (iv) the reasonable placement agent, underwriter and/or legal fees and expenses, as applicable, to be paid in cash in such Subsequent Transaction or pursuant to the Permitted Equity Line, as applicable, (v) the Company’s calculations showing whether such Subsequent Transaction will be a Triggering Subsequent Transaction (or a statement that a Triggering Subsequent Transaction has previously occurred, as applicable), if applicable, and (vi) the Company’s calculations of the Eligible Subsequent Transaction Optional Redemption Amount, if any, with respect thereto. If the Holder elects to deliver a Subsequent Transaction Optional Redemption Notice to the Company with respect to an Eligible Subsequent Transaction or an ELOC Redemption Right Trigger, such Subsequent Transaction Optional Redemption Notice shall indicate that all, or such applicable portion of the Eligible Subsequent Transaction Optional Redemption Amount the Holder is electing to have redeemed (the “Event Subsequent Transaction Optional Redemption Amount”) and the date of Default such Subsequent Transaction Optional Redemption (the “Subsequent Transaction Optional Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu later of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the fifth (5th) Business Day after the date of the applicable Subsequent Transaction Optional Redemption Notice shall be null and void with respect to such Note Amount, and (y) the date of the consummation of such Eligible Subsequent Transaction. The portion of this Note subject to redemption pursuant to this Section 7 shall be redeemed by the Company in cash at a price equal to 100% of the Subsequent Transaction Optional Redemption Amount (the “Subsequent Transaction Optional Redemption Price”). Redemptions required by this Section 7 shall immediately return this Note, or issue a new Note (be made in accordance with the provisions of Section 18(d)) to the Holder representing such Note Amount to be redeemed9.
Appears in 1 contract
Mechanics. The Subject to the satisfaction of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, so long as no Equity Conditions Failure then exists (unless waived by the Required Holders), the Company shall deliver may exercise its right to require an Additional Mandatory Closing by delivering, at any time on or after the applicable Event of Default Redemption Price Additional Mandatory Closing Eligibility Date and/or Additional Mutual Closing Eligibility Date, as applicable, and prior to the Holder within three Additional Closing Expiration Date, a written notice thereof by e-mail and overnight courier to each Buyer (3each, an “Additional Mandatory Closing Notice”, and together with each Additional Optional Closing Notice, each an “Additional Mandatory Closing Notice”, and the date of an applicable Additional Mandatory Closing Notice, each an “Additional Mandatory Closing Notice Date”, and together with each Additional Optional Closing Notice Date, each an “Additional Mandatory Closing Notice Date”). Each Additional Mandatory Closing Notice shall be irrevocable. Each Additional Mandatory Closing Notice shall (A) certify that the Additional Mandatory Closing Eligibility Date and/or Additional Mutual Closing Eligibility Date, as applicable, with respect to the proposed Additional Mandatory Closing has occurred, no Equity Conditions Failure then exists and, other than with respect to deliverables to be delivered to each Buyer at such Additional Mandatory Closing, all the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such applicable Additional Mandatory Closing Notice Date, (B) specify the proposed date of such Additional Mandatory Closing (which shall be no less than two (2) Business Days nor more than twenty (20) Business Days after such Additional Mandatory Closing Notice Date, subject to the right of each Buyer, by written notice to the Company’s receipt , to accelerate such applicable Additional Mandatory Closing Date to an earlier date, not less than two (2) Trading Days after such applicable Additional Mandatory Closing Notice Date (or such other date as such Buyer and the Company shall mutually agree)), (C) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer at such applicable Additional Mandatory Closing, which shall not exceed the Additional Mandatory Closing Maximum Amount and/or Additional Mutual Closing Maximum Amount, as applicable, of such applicable Buyer (or such other amount as the Company and such Buyer shall mutually agree) (such aggregate principal amount of Additional Notes set forth in such Additional Mandatory Closing Notice to be purchased by such Buyer, each, an “Additional Mandatory Note Amount”) and the Additional Warrant Share Amount of the Holder’s Event Additional Warrants to be purchased by each Buyer at such applicable Additional Mandatory Closing and (D) solely with respect to a proposed Additional Mutual Closing, specify that the occurrence of Default Redemption such Additional Mutual Closing is subject to the due execution and delivery by such Buyer of the consent to the occurrence of such Additional Mutual Closing attached to such Additional Mandatory Closing Notice; provided that upon a Bankruptcy Event . For the avoidance of Defaultdoubt, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (not be entitled to effect an Additional Mandatory Closing and/or Additional Mutual Closing, as applicable, the “Event of Default Redemption if on such applicable Additional Mandatory Closing Date and/or Additional Mutual Closing Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), as applicable, there is an Equity Conditions Failure or if the Company shall deliver fails to satisfy any of the other conditions to closing herein (unless waived in writing by the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of Buyer participating in such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such dateAdditional Mandatory Closing and/or Additional Mutual Closing, the “Change of Control Redemption Date”as applicable,). The Company Company’s right to effect any remaining Additional Mandatory Closings and/or Additional Mutual Closing, as applicable, hereunder shall deliver the applicable Note Amount being prepaid to the Holder automatically terminate at 9:00 AM, New York City time on the applicable Optional Prepayment Additional Closing Expiration Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemed.
Appears in 1 contract
Samples: Securities Purchase Agreement (Workhorse Group Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) Notice (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder Optional Redemption Price on the applicable Holder Optional Prepayment Redemption Date. The Company shall deliver the applicable Company Optional Redemption Price on the applicable Company Optional Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions instruction provided by the Holder holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, Conversion Amount and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d17(d)) to the Holder representing such Note Conversion Amount to be redeemed. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Mechanics. The Company Corporation shall deliver the applicable Triggering Event of Default Redemption Price to the applicable Holder in cash within three (3) Business Days after the CompanyCorporation’s receipt of the applicable Holder’s Triggering Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the a Holder has submitted a Change of Control Fundamental Transaction Redemption Notice in accordance with Section 5(b8(b), the Company Corporation shall deliver the applicable Change of Control Fundamental Transaction Redemption Price to the such Holder (i) in cash concurrently with the consummation of such Change of Control Fundamental Transaction if such notice is received at least one (1) Business Day prior to the consummation of such Change of Control Fundamental Transaction and (ii) within three (3) Business Days after the CompanyCorporation’s receipt of such notice otherwise (such date, otherwise. In the “Change of Control Redemption Date”). The Company shall deliver event that the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall Corporation does not pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company Corporation pays such unpaid Redemption Price in full, the applicable Holder shall have the option, in lieu of redemption, to require the Company Corporation to promptly return to such Holder any or all of the Holder all or any portion shares of this Note representing the Note Amount Series E Preferred Stock that was were submitted for redemption by such Holder and for which the applicable Redemption Price has not been paid. Upon the CompanyCorporation’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to the shares of Series E Preferred Stock specified in such Note Amount, notice and (y) the Company Corporation shall immediately return this Note, or issue a new Note (the shares of Series E Preferred Stock specified in accordance with Section 18(d)) such notice to the applicable Holder. A Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Corporation’s obligations to make any payments of interest which have accrued prior to the date of such notice with respect to the applicable Redemption Amount subject to such notice. Interest shall accrue at the rate of 1% per month (prorated for partial months) on all Redemption Amounts that are not paid when due until such Redemption Amounts are paid in full and the Corporation shall pay such accrued interest to the applicable Holder representing at the time the applicable Redemption Amount is paid in full to such Note Amount to be redeemedHolder.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) five Business Days after the Company’s Company‘s receipt of the Holder’s Holder‘s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the . The Company shall deliver (i) the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Mandatory Redemption Price to the Holder (i) concurrently with on or before the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and Mandatory Redemption Date, (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid Mandatory Prepayment Price to the Holder on or before the Mandatory Prepayment Date and (iii) the Company Optional Redemption Price on or before the applicable Company Optional Prepayment Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption or prepayment of less than all of the Note Outstanding Amount of this Bridge Note, at the option of the Holder, the Company shall promptly cause to be issued and delivered to the Holder a new Bridge Note (in accordance with Section 18(d15(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a Redemption Price the applicable redemption price or prepayment price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price redemption price or prepayment price in full, the Holder shall have the optionoption in its sole discretion, in lieu of redemptionredemption or prepayment, to require the Company to promptly return to the Holder all or any portion of this Bridge Note representing the Note Outstanding Amount that was submitted for subject to redemption or prepayment and for which the applicable Redemption Price redemption price or prepayment price, as applicable, (together with any Late Charges thereon) has not been paid. Upon the Company’s Company‘s receipt of such notice, (x) the applicable Redemption Notice redemption notice or prepayment notice shall be null and void with respect to such Note Amount, Outstanding Amount and (y) the Company shall immediately return this Bridge Note, or issue a new Bridge Note (in accordance with Section 18(d15(d)) to the Holder representing such Note Outstanding Amount. The Holder‘s delivery of a notice voiding a redemption notice or prepayment notice and exercise of its rights following such notice shall not affect the Company‘s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Outstanding Amount subject to such notice. Delivery of any such notice voiding a redemption notice or prepayment notice shall not be redeemedprejudicial to any other rights of the Holder hereunder or any other holder of Bridge Notes under the terms of such Bridge Notes.
Appears in 1 contract
Samples: Secured Note (WorldSpace, Inc)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control Fundamental Transaction if such notice is received prior to the consummation of such Change of Control Fundamental Transaction and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder Company Installment Redemption Price on the applicable Optional Prepayment Company Installment Date. The Company shall pay deliver the applicable Company Optional Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateCompany Optional Redemption Date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Event of Default Redemption Price, Change of Control Redemption Price, Company Installment Redemption Price or Company Optional Redemption Price (as the case may be) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) 85% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) 85% of the VWAP of the Common Stock for the five (5) Trading Day period immediately preceding the Conversion Date of the applicable conversion. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such Note notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Mechanics. The (a) If the Holder has submitted an Event of Default Redemption Notice in accordance with Section 4.2, the Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of DefaultNotice (each, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the an “Event of Default Redemption Date”). .
(b) If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b)5.2, the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within two (ii) within three (32) Business Days after the Company’s receipt of such notice otherwise (such dateeach, the a “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. .
(c) In the event of a redemption of less than all of the Note Redemption Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)14.4) representing the outstanding Principal portion of the Redemption Amount which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. redeemed.
(d) In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Redemption Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Redemption Amount, and (y) the Company shall immediately promptly return this Note, or issue a new Note (in accordance with Section 18(d14.4)) , to the Holder representing Holder; provided, that, notwithstanding the applicable Redemption Notice being deemed null and void and such return or issuance of this Note or a new Note in accordance with the foregoing, a continual Event of Default shall thereafter be deemed to have occurred and be continuing until the subsequent repayment of the Redemption Price. Furthermore, the Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Redemption Amount subject to be redeemedsuch notice.
Appears in 1 contract
Mechanics. The Company shall deliver Subject to the applicable satisfaction of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, so long as no Event of Default Redemption Price then exists (unless waived by the Required Holders), the Company may exercise its right to require an Additional Mandatory Closing by delivering, at any time on or after the applicable Additional Mandatory Closing Eligibility Date and/or Additional Mutual Closing Eligibility Date, as applicable, and prior to the Holder within three Additional Closing Expiration Date, a written notice thereof by e-mail and overnight courier to each Buyer (3each, an “Additional Mandatory Closing Notice”, and together with each Additional Optional Closing Notice, each an “Additional Closing Notice”, and the date of an applicable Additional Mandatory Closing Notice, each an “Additional Mandatory Closing Notice Date”, and together with each Additional Optional Closing Notice Date, each an “Additional Closing Notice Date”). Each Additional Mandatory Closing Notice shall be irrevocable. Each Additional Mandatory Closing Notice shall (A) certify that the Additional Mandatory Closing Eligibility Date with respect to the proposed Additional Mandatory Closing has occurred, no Event of Default then exists and, other than with respect to deliverables to be delivered to each Buyer at such Additional Mandatory Closing, all the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such applicable Additional Mandatory Closing Notice Date, (B) specify the proposed date of such Additional Mandatory Closing (which shall be no less than two (2) Business Days nor more than twenty (20) Business Days after such Additional Mandatory Closing Notice Date, subject to the right of each Buyer, by written notice to the Company’s receipt , to accelerate such applicable Additional Mandatory Closing Date to an earlier date, not less than one (1) Trading Days after such applicable Additional Mandatory Closing Notice Date (or such other date as such Buyer and the Company shall mutually agree)), (C) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer at such applicable Additional Mandatory Closing, which shall not exceed the Additional Mandatory Closing Maximum Amount of such applicable Buyer (or such other amount as the Company and such Buyer shall mutually agree) (such aggregate principal amount of Additional Notes set forth in such Additional Mandatory Closing Notice to be purchased by such Buyer, each, an “Additional Mandatory Note Amount”) and the Additional Warrant Share Amount of the Holder’s Event Additional Warrants to be purchased by each Buyer at such applicable Additional Mandatory Closing and (D) solely with respect to a proposed Additional Mutual Closing, specify that the occurrence of Default Redemption such Additional Mutual Closing is subject to the due execution and delivery by such Buyer of the consent to the occurrence of such Additional Mutual Closing attached to such Additional Mandatory Closing Notice; provided that upon a Bankruptcy Event . For the avoidance of Defaultdoubt, the Company shall deliver the not be entitled to effect an Additional Mandatory Closing if on such applicable Bankruptcy Additional Mandatory Closing Date there is an Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), or if the Company shall deliver fails to satisfy any of the other conditions to closing herein (unless waived in writing by the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of Buyer participating in such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”Additional Mandatory Closing). The Company Company’s right to effect any remaining Additional Mandatory Closings hereunder shall deliver the applicable Note Amount being prepaid to the Holder automatically terminate at 9:00 AM, New York City time on the applicable Optional Prepayment Additional Closing Expiration Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemed.
Appears in 1 contract
Samples: Securities Purchase Agreement (NewGenIvf Group LTD)
Mechanics. The Company Company, or at the Company’s written direction and at the Company’s expense, the Trustee, shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company Company, or at the Company’s direction, the Trustee, shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Installment Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Installment Date. Notwithstanding anything herein to wire instructions provided by the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d17(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 75% of the Market Price of the Common Stock for the period ending on and including the date on which the applicable Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y) 75% of the Market Price of the Common Stock for the period ending as of the applicable Conversion Date. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such Note notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ondas Holdings Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) Notice (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three five (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The If the Company has submitted a Company Optional Redemption Notice in accordance with Section 11(a), the Company shall deliver the applicable Note Amount being prepaid Company Optional Redemption Price to the Holder on the applicable Company Optional Prepayment Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company by written notice to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d17(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the shares of Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to or by the Company and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 1 contract
Samples: Securities Purchase Agreement (Biovest International Inc)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three five (35) Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder by the later of (i) concurrently with the consummation of such the Change of Control if such notice is received prior to the consummation of such Change of Control and or (ii) within three five (35) Business Days after the Company’s 's receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)notice. The Company shall deliver the applicable Note Amount being prepaid Company Installment Redemption Price to the Holder on the applicable Optional Prepayment Date. The Company shall pay Installment Date and the applicable Asset Sale Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateAsset Sale Redemption Date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption or required to be redeemed and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s 's receipt of such notice, (x) the any applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice or the Asset Sale Redemption, as applicable, is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Company or the Asset Sale Redemption is required pursuant to Section 15(e), as applicable, and ending on and including the date on which the Redemption Notice or the Asset Sale Redemption, as applicable, is voided. The Holder's delivery of a notice voiding a Redemption Notice or Asset Sale Redemption, as applicable, and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice."
Appears in 1 contract
Samples: Amendment Agreement (Verilink Corp)
Mechanics. The Company shall deliver the applicable Trigger Event of Default Redemption Price to the Holder within three five (35) Business Days after the Company’s 's receipt of the Holder’s 's Trigger Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s 's receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateotherwise. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d16(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d16(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Company and ending on and including the date on which the Redemption Notice is voided. The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rancher Energy Corp.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) to the Holder representing such Note Amount to be redeemed.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b5(a), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and on the later of the consummation of such Change of Control and the date five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Installment Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Installment Date. The Company shall deliver the applicable Mandatory Redemption Price to wire instructions provided by the Holder in cash on the applicable Mandatory Redemption Date. The Company shall deliver the applicable Cash Settlement Price to the Holder in cash on the applicable Conversion Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall shall, upon delivery by the Holder of its existing Note to the Company for cancellation, promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice (if any) shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) ), to the Holder representing Holder, but none of the foregoing shall amend, modify or waive any Event of Default or Alternate Conversion Event, if any, then outstanding. Upon the Company’s failure to pay any Redemption Price hereunder, on the date of such failure the principal amount of this Note or such new Note (as the case may be) shall automatically be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 6, if applicable) minus (2) the Principal portion of the Outstanding Amount subject to be redeemedredemption; provided, that this adjustment shall only apply to one Event of Default Redemption hereunder. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) Notice (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid Company Installment Redemption Price to the Holder on the applicable Installment Date. The Company shall deliver the Company Optional Prepayment Redemption Price on the Company Optional Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions instruction provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d21(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d21(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Company Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Asset Sale Optional Redemption Price to wire instructions provided by the Holder in cash on the applicable Asset Sale Optional Redemption Date. The Company shall deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 13, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) 75% of the lowest Closing Bid Price of the Ordinary Shares during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) 75% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Ordinary Shares during the twenty (20) consecutive Trading Day period ending and including the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such Note determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (NewGenIvf Group LTD)
Mechanics. The Company Within 75 days after the end of each of FY 2010, FY 2011 and FY 2012, Buyer shall deliver to Seller a statement that reflects Buyer's Net Advertising Revenues for such year, as the applicable Event of Default Redemption Price case may be (each, a "Revenue Statement" and the date on which the Revenue Statement is delivered by Buyer to Seller, the Holder within three (3) Business Days after the Company’s receipt "Revenue Statement Date"), together with a calculation of the Holder’s Event Earnout Payment due pursuant to Section 1.6, if any. The Revenue Statement shall be based upon the books and records of Default Redemption Notice; provided that upon a Bankruptcy Event of DefaultBuyer and Buyer's financial statements, the Company which shall deliver the applicable Bankruptcy Event of Default Redemption Price have been prepared in accordance with Section 4(c) GAAP. The Revenue Statement shall be final and binding for purposes of this Agreement unless, within 20 Business Days from the Revenue Statement Date (as applicableduring which 20-Business Day period Seller and its representatives shall have access during reasonable business hours and subject to customary confidentiality provisions to the book and records of Buyer and its Affiliates in order to verify the amounts set forth in the Revenue Statement), Seller delivers written notice to Buyer of any dispute or disagreement with the Revenue Statement ("Dispute Notice"). The Dispute Notice shall specify, in reasonable detail, the “Event nature and extent of Default Redemption Date”such dispute or disagreement. If Seller timely delivers a Dispute Notice to Buyer, Seller and Buyer shall promptly attempt to resolve such dispute or disagreement in good faith. If Seller and Buyer are unable to resolve such dispute or disagreement within 15 days after receipt by Buyer of the relevant Dispute Notice, either Seller or Buyer may submit such dispute or disagreement for final determination to a mutually acceptable independent registered public accounting firm for final determination, provided that such accounting firm shall not have performed accounting or audit services for Buyer or Seller in the past year prior to such appointment (the "Determining Accountants"). If The Determining Accountants shall act as an arbitrator to determine and resolve such dispute or disagreement based on the Holder has submitted a Change of Control Redemption Notice presentations by Seller, Buyer and their respective representatives and in accordance with Section 5(b), the Company terms of this Agreement. The Determining Accountants shall deliver make its determination regarding such dispute or disagreement within 30 days after the applicable Change of Control Redemption Price date upon which Seller or Buyer submits the dispute or disagreement to the Holder (i) concurrently with Determining Accountants, and in that undertaking shall not be required to follow any particular procedure but shall proceed in a manner designed to achieve a speedy and economic resolution of the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)dispute. The Company Determining Accountants shall deliver the applicable Note Amount being prepaid set forth its determination, which shall be final, binding and conclusive in a written statement delivered to the Holder on the applicable Optional Prepayment DateBuyer and Seller, stating its reason therefor. The Company Determining Accountants shall pay the applicable Redemption Price be instructed to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (render its decision in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed terms hereof, including GAAP. The costs and any accrued Interest on such Principal which expenses of the Determining Accountants shall be calculated as if no Redemption Notice has been delivered. In borne equally by Buyer and Seller, unless the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (Net Advertising Revenues determined in accordance with the decision of the Determining Accountants are greater than 110% of the Net Advertising Revenues set forth in the Revenue Statement, in which case such costs shall be borne solely by Buyer. The Determining Accountants' engagement pursuant to this Section 18(d)1.6(c) shall be limited solely to the Holder representing such Note Amount to be redeemedissues set forth in the Dispute Notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) five Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Fundamental Change of Control Redemption Repurchase Notice in accordance with Section 5(b), the Company shall deliver the applicable Fundamental Change of Control Redemption Repurchase Price to the Holder (i) concurrently with on the consummation of such Fundamental Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Settlement Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by on or before the Holder in writing to Optional Redemption Date and the Company Tax Redemption Price on the applicable due dateTax Redemption Date. In the event of a redemption or repurchase of less than all of the Note Amount Principal of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d22(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredor repurchased. In the event that the Company does not pay a Redemption the applicable Redemption/Repurchase Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Redemption/Repurchase Price in full, the Holder shall have the option, in lieu of redemption, redemption or repurchase to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount Principal that was submitted for redemption or repurchase and for which the applicable Redemption Redemption/Repurchase Price has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Redemption/Repurchase Notice shall be null and void with respect to such Note Amount, Principal and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d22(d)) to the Holder representing such Note Amount to be redeemedPrincipal.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mitel Networks Corp)
Mechanics. The Company shall deliver (1) To convert this Note into shares of Common Stock on any date set forth in the applicable Event of Default Redemption Price to Conversion Notice by the Holder within three Lender (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Conversion Date”). If , the Holder has submitted Lender shall transmit by facsimile or electronic mail (or otherwise deliver) a Change copy of Control Redemption the fully executed Conversion Notice to the Parent and Borrower (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Parent’s transfer agent (the “Transfer Agent”)).
(2) Upon receipt by the Parent and Borrower of a copy of a Conversion Notice, the Parent shall as soon as practicable, but in no event later than five (5) business days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Lender indicating that the Parent will process such Conversion Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateterms herein. In the event the Parent fails to issue its Conversion Confirmation within said five (5) business day time period, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Transfer Agent, and pursuant to the terms of the Credit Agreement, the Transfer Agent shall issue the applicable Conversion Shares to Lender as hereby provided. Within five (5) business days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Parent fails to issue the Conversion Confirmation), the Parent shall instruct and cause its Transfer Agent to issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Lender, or its designees, for the number of Conversion Shares to which the Lender shall be entitled. To effect conversions hereunder, the Lender shall not be required to physically surrender this Note to the Parent or Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Lender, the Parent and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Lender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a redemption of less than all of the Note Amount portion of this Note, the Company unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
(3) The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.
(4) If in the case of any Conversion Notice, the certificate or certificates required hereunder to be delivered are not delivered to or as directed by the Lender by the date required hereby, the Lender shall be entitled to elect by written notice to the Parent and the Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the Parent or the Borrower, as applicable, shall promptly cause return to be issued and the Lender any original Note delivered to the Holder a new Parent or the Borrower and the Lender shall promptly return to the Parent the Common Stock certificates representing the principal amount of this Note unsuccessfully tendered for conversion to the Parent.
(5) The Parent’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with Section 18(d)) representing the outstanding Principal terms hereof are absolute and, unless specified otherwise herein, unconditional, irrespective of any action or inaction by the Lender to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Lender or any other person or entity of any obligation to the Parent or any violation or alleged violation of law by the Lender or any other person or entity, and irrespective of any other circumstance which has might otherwise limit such obligation of the Parent to the Lender in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not been redeemed and operate as a waiver by the Parent of any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredaction the Parent may have against the Lender. In the event the Lender shall elect to convert any or all of the outstanding principal amount hereof and accrued but unpaid interest thereon in accordance with the terms of this Note, the Parent may not refuse conversion based on any claim that the Company does not pay Lender or anyone associated or affiliated with the Lender has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a Redemption Price court, on notice to Lender, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Parent posts a surety bond for the benefit of the Lender in the amount of 150% of the outstanding principal amount of this Note, which is subject to the Holder injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Lender to the extent it obtains judgment. In the absence of such injunction, the Parent shall issue Conversion Shares upon a properly noticed conversion. Nothing herein shall limit a Lender’s right to pursue actual damages or declare an Event of Default pursuant to the Credit Agreement, this Note or any agreement securing the indebtedness under this Note for the Parent’s failure to deliver Conversion Shares within the time period required, at any time thereafter specified herein and until the Company pays such unpaid Redemption Price in full, the Holder Lender shall have the optionright to pursue all remedies available to it hereunder, at law or in lieu equity, including, without limitation, a decree of redemptionspecific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Lender from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Lender from having the Conversion Shares issued directly by the Transfer Agent in the event for any reason the Parent fails to issue or deliver, or cause its Transfer Agent to require issue and deliver, the Company to promptly return Conversion Shares to the Holder all or any portion Lender upon exercise of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the CompanyLender’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemedconversion rights hereunder.
Appears in 1 contract
Samples: Credit and Security Agreement (Long Island Iced Tea Corp.)
Mechanics. The Subject to the subordination provisions of Section 4 hereof, the Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, Notice (the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “"Event of Default Redemption Date”"). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b6(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s 's receipt of such notice otherwise (such date, the “"Change of Control Redemption Date”"). The Company shall deliver the applicable Note Amount being prepaid Company Optional Redemption Price to the Holder on the applicable Company Optional Prepayment Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d20(d)) to the Holder representing such Note Conversion Amount to be redeemed. The Holder's delivery of a notice voiding a Redemption Notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Air Industries Group)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s 's receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemed.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b5(a), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Installment Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Installment Date. The Company shall deliver the applicable Company Optional Redemption Price to wire instructions provided by the Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 65% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y) 65% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such Note determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (BOQI International Medical, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Company pursuant to Section 4(b) or Section 5(c), the Holder shall promptly submit this Debenture to the Company. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) 10 Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b5(c), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) five Business Days after the Company’s receipt of such notice otherwise (such dateotherwise. In the event that the Holder has sent a Holder Optional Redemption Notice pursuant to Section 8(d), the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid Holder Optional Redemption Price within 45 days after the Company’s receipt of the Holder Optional Redemption Notice and upon receipt of such payment, the Holder shall promptly deliver this Debenture to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateCompany. In the event of a redemption of less than all of the Note Conversion Amount of this NoteDebenture, the Company shall promptly cause to be issued and delivered to the Holder a new Note Debenture (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the Redemption Price or Holder Optional Redemption to the Holder (or deliver any Common Stock to be issued pursuant to a Company Redemption Share Notice) within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price (and issues any Common Stock required pursuant to a Company Redemption Share Notice) in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note Debenture representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (or any Common Stock required to be issued pursuant to a Company Redemption Share Notice) (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this NoteDebenture, or issue a new Note Debenture (in accordance with Section 18(d)) to the Holder representing such Note Conversion Amount and (z) the Conversion Price of this Debenture or such new Debentures shall be adjusted to be redeemedthe lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the greater of (I) the Price Floor and (II) the Weighted Average Price, on the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three seven (37) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Mandatory Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateMandatory Redemption Date. In the event of a redemption of less than all of the Note Amount then-outstanding Principal of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d14(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period requiredperiod, or on the date, required (as the case may be), at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount Principal amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paidpaid by delivering written notice by confirmed facsimile and overnight courier (with next day delivery specified) stating such. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, Principal amount and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d14(d)) to the Holder representing the sum of such Note Amount Principal amount to be redeemed which has not been redeemed. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Principal amount subject to such notice.
Appears in 1 contract
Samples: Note (Workstream Inc)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) five Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with on the consummation of such Change of Control Effective Date if such notice is received prior to the consummation Effective Date of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Settlement Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Convertible Note, the Company shall promptly cause to be issued and delivered to the Holder a new Convertible Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Convertible Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Convertible Note, or issue a new Convertible Note (in accordance with Section 18(d19(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Convertible Note or such new Convertible Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Class A Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price Price, with a copy to the Trustee, to the applicable Holder within three five (35) Business Days after the Company’s 's receipt of the such Holder’s 's applicable Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the a Holder has submitted a Holder Change of Control Redemption Notice in accordance with Section 5(b)11.03, the Company shall deliver the applicable Change of Control Redemption Price to the such Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s 's receipt of such notice otherwise (such dateotherwise. With respect to any Company Change of Control Redemption, the “Company shall deliver the applicable Change of Control Redemption Price to the Holders on the Company Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note its Securities representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Noteany Security, or issue execute, and the Trustee shall authenticate and deliver to the Holder, a new Note (in accordance with Section 18(d)) Security to the applicable Holder representing such Note Conversion Amount and (z) the Conversion Price of the Securities or such new Securities shall be adjusted to be redeemedthe lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Company and ending on and including the date on which the Redemption Notice is voided. A Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “"Event of Default Redemption Date”"). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s 's receipt of such notice otherwise (such date, the “"Change of Control Redemption Date”"). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemed.
Appears in 1 contract
Samples: Senior Note (Volcon, Inc.)
Mechanics. The Company Issuer shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the CompanyIssuer’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company Issuer shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of in Control Redemption Notice in accordance with Section 5(b), the Company Issuer shall deliver the applicable Change of in Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of in Control if such notice is received prior to the consummation of such Change of in Control and (ii) within three (3) Business Days after the CompanyIssuer’s receipt of such notice otherwise (such date, the “Change of in Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid Subject to the Holder on terms of each Intercreditor Agreement, the applicable Optional Prepayment Date. The Company Issuer shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder holder in writing to the Company Issuer on the applicable due date. In the event of a redemption of less than all of the Note Exchange Amount of this FILO C Note, the Company Issuer shall promptly cause to be issued and delivered to the Holder a new FILO C Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company Issuer does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company Issuer pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company Issuer to promptly return to the Holder all or any portion of this FILO C Note representing the Note Exchange Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the CompanyIssuer’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Exchange Amount, and (y) the Company Issuer shall immediately return this FILO C Note, or issue a new FILO C Note (in accordance with Section 18(d)) to the Holder representing such Note Exchange Amount to be redeemedredeemed and (z) the Exchange Price of this FILO C Note or such new FILO C Notes shall be adjusted to the lesser of (A) the Exchange Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Issuer and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) five Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) five Business Days after the Company’s 's receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder Optional Redemption Price on the applicable Holder Optional Prepayment Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount Principal of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d15(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that If the Company does not fails to pay a the Holder the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, by written notice to the Company, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Outstanding Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, Outstanding Amount and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d15(d)) to the Holder representing such Note Outstanding Amount. The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Outstanding Amount subject to be redeemedsuch notice.
Appears in 1 contract
Mechanics. The If the Company receives an Event of Default Redemption Notice, the Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, if requested by Holder, the Company shall promptly cause to be issued and delivered to the Holder a new Note Debenture (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note Debenture representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this NoteDebenture, or issue a new Note Debenture (in accordance with Section 18(d)) ), to the Holder, and in each case the principal amount of this Debenture or such new Debenture (as the case may be) shall be increased by an amount equal to any accrued and unpaid Late Charges with respect thereto and (z) the Conversion Price of this Debenture or such new Debentures (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing to the applicable Event of Default Conversion Price. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such Note notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Baxano Surgical, Inc.)
Mechanics. The This will agreementreached at with regard to separatingthe classification. Heavy Duty Mechanicsand Mechanics were deemed to be separate and classificationswith the signing of the Agreement, Employees in either on were "grandfathered"and have the to use their lo bumpjunior employees in the other to retain a job in the event a layoff, An employee rights on being laid off Mechanicswho bump from one classifcallon lo ajob in event of a layoff rate of their originaljob, It is such Mechanics may be transferred back lo their original classifcallonby the Company shall deliver there is an opening. Itis understood if a layoff a deficiency of heavy duty skills, Mechanicswith duty skills workingin surface plants can be reassignedundergroundon a temporary basis up to (12) Following bargaining, the applicable Event reviewed the of Default Redemption Price to the Holder within Heavy Mechanicsand Industrial and agreed on which Mechanicswere dual A Mechanicwas considered dual qualified he was Inthe trade or had worked in other trade for three (3) Business Days after years or IndustrialMechanicswho into a DutyMechanic will be tested and placedin the Company’s receipt level, Mechanic is successfulin passinglevel or higher, he will be compensatedas follows: Level Job Class Level Job Class Level Job Class If Mechanicis not successful in passing he will enter in accordance Article of Agreement. Heavy DutyMechanicswho are as MechanicsWillbe able to transfer (if they can be released) lo an Industrial before Is by hiring from the Holder’s Event outside, Also, Industrial who are qualifiedas Heavy Mechanicswill be lo lo a Heavy (I canbe released) onthe Employees wishing to have advised the Industrial of Default Redemption Notice; provided that upon a Bankruptcy Event lo do so prior lo the opening. Such transfer be valid for one xxxx of Default, filing. The foregoing lo Heavy Duty and Industrial Mechanics who were these classificationsprior lo understoodthat the Company shall deliver may decide to hire or accept the applicable Bankruptcy Event transferof a Mechanic the Heavy Duty Mechanic who not as a Heavy Duty Mechanic and not require employee to enter a Heavy Duty apprenticeship, In event, such employee be classified and as a Heavy Duty Mechanic Standard. A Certified Mechanic or on attainment of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after or more years proven experience as a Heavy Duty will be considereddual qualified and the Company’s receipt certified (signed) IndustrialRelations Manager President of such notice otherwise Machinists and Aerospace Workers, (such date, the “Change signed) January letter of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid To Union: Should an employeebe Instructedlo pick up equipment or to the Holder on of his normal return at the applicable Optional Prepayment Dateend of his he will be paid for such The words ‘equipment and shall personal tools. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer (signed) (signed) RelationsManager of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Amount of this Noteand AerospaceWorkers, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemed.Machinist Local To RE TRAININGAND CONFERENCE TRAVEL
Appears in 1 contract
Samples: Collective Bargaining Agreement
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b5(a), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Subsequent Placement Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Subsequent Placement Optional Redemption Date. The Company shall deliver the applicable Installment Redemption Price to wire instructions provided by the Holder in cash on the applicable Installment Date. The Company shall deliver the applicable Optional Redemption Amount to the Holder in cash on the applicable Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d20(d)) representing the outstanding Outstanding Principal Value of this Note which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Amount to be redeemed.20
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Company Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Company Optional Redemption Date. Notwithstanding anything herein to wire instructions provided by the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Outstanding Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d13(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Outstanding Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Outstanding Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d13(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 9, if applicable) minus (2) the Principal portion of the Outstanding Amount submitted for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to be redeemedmake any payments of Late Charges which have accrued prior to the date of such notice with respect to the Outstanding Amount subject to such notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three five (35) Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has timely submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within ten (ii) within three (310) Business Days after the Company’s 's receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid Cash Transaction Redemption Price on the applicable Cash Transaction Election Redemption Date. If the Holder submits an Ink Business Sale Redemption Notice the Company shall deliver the applicable Ink Business Sale Redemption Price to the Holder concurrently with the consummation of such Ink Business Sale if such notice is received prior to the consummation of such Ink Business Sale and within ten (10) Business Days after the Company's receipt of such notice otherwise. The Company shall deliver the applicable Company Optional Redemption Price on the applicable Company Optional Prepayment Redemption Date. The Company shall pay deliver the applicable Holder Mandatory Redemption Price to the Holder in cash by wire transfer within ten (10) Business Days (the "HOLDER MANDATORY REDEMPTION DATE") after the Company's receipt of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateHolder Mandatory Redemption Notice. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d20(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the Conversion Price as in effect on the date on which the Redemption Notice is voided. The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Senior Secured Convertible Note (Inksure Technologies Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) Notice (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid Company Installment Redemption Price to the Holder on the applicable Installment Date. The Company shall deliver the Company Optional Prepayment Redemption Price on the Company Optional Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions instruction provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d21(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d21(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the greater of (I) the Conversion Floor Price and (II) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice. For the avoidance of doubt, each Redemption Price hereunder shall be paid to the Holder from Master Control Account Collateral in the Holder Master Restricted Account (and not any other Master Restricted Account of any holder of Other Notes), to the extent available, and/or with other cash, as applicable, in accordance with Section 18(b)(iv) below.
Appears in 1 contract
Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Installment Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Installment Date. The Company shall deliver the applicable Company Optional Redemption Price to wire instructions provided by the Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges (as defined in Section 25(c)) thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) the greater of (x) the Conversion Price Floor and (y) 85% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) the greater of (x) the Conversion Price Floor and (y) 85% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Conversion Date divided by (II) five (5). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges (as defined in Section 25(c)) which have accrued prior to the Holder representing date of such Note notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Delcath Systems, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “"Event of Default Redemption Date”"). If the Holder or the Company has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt delivery to the Company or the Holder, as applicable, of such notice otherwise (such date, the “"Change of Control Redemption Date”"). The Company shall deliver the applicable Note Amount being prepaid to the Holder the applicable Holder Optional Redemption Price on the applicable Holder Optional Prepayment Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Redemption Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d13(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Redemption Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, Redemption Amount and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d13(d)) to the Holder representing such Note Redemption Amount to be redeemed. The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of any amount, including Late Charges, which have accrued prior to the date of such notice with respect to the Redemption Amount subject to such notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b5(c), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Company Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Holder Optional Redemption Price to wire instructions provided by the Holder in cash on the applicable Holder Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document, which for the avoidance of doubt shall not extinguish the obligation under the other Transaction Document until such amount is paid in full. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall shall, upon receipt of the original Note being partially redeemed, promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount; provided, that the Holder’s delivery of such notice voiding a Redemption Notice and (y) any exercise of its rights following such notice shall not affect the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) Company’s obligations to make any payments of Late Charges which have accrued prior to the Holder representing date of such Note notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Globus Maritime LTD)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Company Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Asset Sale Optional Redemption Price to wire instructions provided by the Holder in cash on the applicable Asset Sale Optional Redemption Date. The Company shall deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Outstanding Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Outstanding Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Outstanding Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d20(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 13, if applicable) minus (2) the Principal portion of the Outstanding Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) greater of (x) the Floor Price and (y) 75% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) greater of (x) the Floor Price and (y) 75% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such Note determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Outstanding Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (EF Hutton Acquisition Corp I)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Company Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateCompany Optional Redemption Date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d17(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Event of Default Redemption Price or Change of Control Redemption Price (as the case may be) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing to the the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such Note notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Crumbs Bake Shop, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) five Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Fundamental Change of Control Redemption Repurchase Notice in accordance with Section 5(b), the Company shall deliver the applicable Fundamental Change of Control Redemption Repurchase Price to the Holder (i) concurrently with on the consummation of such Fundamental Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Settlement Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by on or before the Holder in writing to Optional Redemption Date and the Company Tax Redemption Price on the applicable due dateTax Redemption Date. In the event of a redemption or repurchase of less than all of the Note Amount Principal of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d22(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredor repurchased. In the event that the Company does not pay a Redemption the applicable Redemption/Repurchase Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Redemption/Repurchase Price in full, the Holder shall have the option, in lieu of redemption, redemption or repurchase to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Amount Principal that was submitted for redemption or repurchase and for which the applicable Redemption Redemption/Repurchase Price has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption 27 Redemption/Repurchase Notice shall be null and void with respect to such Note Amount, Principal and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d22(d)) to the Holder representing such Note Amount to be redeemedPrincipal.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mitel Networks Corp)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid Repurchase Price to the Holder on the applicable Optional Prepayment Offer to Repurchase Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid Optional Prepayment Price to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 1 contract
Samples: Senior Subordinated Convertible Note (Greenlane Holdings, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price or Holder Optional Redemption Price to the Holder within three (3) five Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice or the Holder Optional Redemption Notice; provided that upon a Bankruptcy Event of Default, as the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”)case may be. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Mandatory Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by on or before the Holder in writing to the Company on the applicable due dateMandatory Redemption Date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Class A Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three five (35) Business Trading Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to be paid in cash to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received at least five (5) Trading Days prior to the consummation of such Change of Control and within five (ii5) within three (3) Business Trading Days after the Company’s 's receipt of such notice otherwise (such date, the “"Change of Control Redemption Date”"). The Company shall deliver the applicable Note Amount being prepaid Mandatory Redemption Price to the Holder on the applicable Optional Prepayment Mandatory Redemption/Conversion Date. The Company shall pay deliver the applicable LC Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateLC Redemption/Conversion Date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to, by providing written notice to the Company, require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, Conversion Amount and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d20(d)) to the Holder representing such Note Amount to be redeemedConversion Amount.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) five Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) five Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateotherwise. In the event of a redemption of less than all of the Note Amount Principal of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that If the Company does not fails to pay a the Holder the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, by written notice to the Company, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) to the Holder representing the sum of such Note Conversion Amount to be redeemedredeemed together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Sale Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b5(a), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and on the later of the consummation of such Change of Control and the date five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Installment Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Installment Date. The Company shall deliver the applicable Cash Settlement Price to wire instructions provided by the Holder in cash on the applicable Conversion Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall shall, upon delivery by the Holder of its existing Note to the Company for cancellation, promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d17(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d17(d)) ), to the Holder representing Holder, but none of the foregoing shall amend, modify or waive any Event of Default or Alternate Conversion Event, if any, then outstanding. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such Note notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Mechanics. In the event that the Holder has sent an Event of Default Redemption Notice, a Change of Control Redemption Notice, a Triggering Event Redemption Notice, a Holder Optional Redemption Notice or a Holder Collateral Redemption Notice to the Company pursuant to Section 4(b), Section 5(c), Section 6(c), Section 10(a) or Section 10(b), respectively (each, a “Redemption Notice”), the Holder shall promptly submit this Note to the Company. The Company shall deliver the applicable Event of Default Redemption Price, Change of Control Redemption Price, Triggering Event Redemption Price, Holder Optional Redemption Price or Holder Collateral Redemption Price to the Holder within three ten (310) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy , Change of Control Redemption Notice, Triggering Event of DefaultRedemption Notice, the Company shall deliver the applicable Bankruptcy Event of Default Holder Optional Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Notice or Holder Collateral Redemption Date”)Notice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b5(c), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) five Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateotherwise. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d20(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the Event of Default Redemption Price, the Change of Control Redemption Price, Triggering Event Redemption Price, Holder Optional Redemption Price or Holder Collateral Redemption Price (each, a “Redemption Price”), as applicable, to the Holder (or deliver any Common Stock to be issued pursuant to a Redemption Notice) within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price (and issues any Common Stock required pursuant to a Redemption Notice) in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (or any Common Stock required to be issued pursuant to a Redemption Notice) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, Conversion Amount and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d20(d)) to the Holder representing such Note Amount to be redeemedConversion Amount.
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Power Equipment Group Inc/)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder Trustees in cash within three two (32) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default. If the Holder has submitted its Series 1 Debenture in accordance with Section 5, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Fundamental Transaction Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateFundamental Transaction Payment Date. In the event of a redemption of less than all of the Note Conversion Amount of this Noteheld by a Holder, the Company shall promptly cause to be issued and delivered to the Holder Trustees or the Holder, as applicable, a new Note Series 1 Debenture certificate (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder Trustees or the Holder, as applicable, within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note Series 1 Debenture representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s Trustees’ receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, Conversion Amount and (y) the Company shall immediately return this NoteSeries 1 Debenture, or issue a new Note Series 1 Debenture certificate (in accordance with Section 18(d)) ), to the Holder representing Trustees or the Holder, as applicable, and in each case the principal amount of such Note Series 1 Debenture certificate or such new Series 1 Debenture certificate (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price minus (2) the Principal portion of the Conversion Amount submitted for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to be redeemedmake any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: First Supplemental Indenture (North American Palladium LTD)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three five (35) Business Days after the Company’s 's receipt of the Holder’s 's Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s 's receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid Optional Redemption Price to the Holder on the applicable Optional Prepayment Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s 's receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Amount, Conversion Amount and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) to the Holder representing such Note Amount to be redeemedConversion Amount.
Appears in 1 contract
Samples: Securities Purchase Agreement (Composite Technology Corp)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of DefaultNotice (each, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the an “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such dateeach, the a “Change of Control Redemption Date”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Company Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Company Optional Redemption Date. Notwithstanding anything herein to wire instructions provided by the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder representing to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 80% of the lowest Closing Bid Price of the Common Shares during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y) 80% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Shares during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such Note determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sundial Growers Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Installment Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateInstallment Date. In the event of a redemption of less than all of the Note Conversion Amount of this Note, upon delivery of this Note to the Company, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d16(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a paythe applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount or Designated Redemption Amount, as the case may be, that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount or Designated Redemption Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d16(d)) ), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by or shall reflect (as the case may be) an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion of the Conversion Amount subject to redemption or Designated Redemption Amount pursuant to which the Holder representing delivered a notice voiding redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such Note notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such Redemption Notice with respect to the Conversion Amount subject to be redeemedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver the applicable Bankruptcy Event of Default Redemption Price Notice in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”4(b). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (ii) within three (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Company Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Asset Sale Optional Redemption Price to wire instructions provided by the Holder in cash on the applicable Asset Sale Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company on Company, the applicable due dateRedemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d19(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d19(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Principal portion of the Conversion Amount to be redeemedsubmitted for redemption.
Appears in 1 contract
Samples: Securities Purchase Agreement (Adagio Medical Holdings, Inc.)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three five (35) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event . In connection with the exercise of Defaultthe Company Change of Control Redemption Right, the Company shall deliver the applicable Bankruptcy Event Company Change of Default Control Redemption Price in accordance to the Holder concurrently with Section 4(c) (as applicable, the “Event consummation of Default Redemption Date”)the Change of Control. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and (ii) within three five (35) Business Days after the Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”)otherwise. The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Mandatory Redemption Price to the Holder in cash by wire transfer within ten (10) Business Days (the “Holder Mandatory Redemption Date”) after the Company’s receipt of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due dateHolder Mandatory Redemption Notice. In the event of a redemption of less than all of the Note Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d3(c)(iii) and Section 18(c)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been deliveredredeemed. In the event that the Company does not pay a the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Note Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Note Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d18(c)) to the Holder representing such Note Conversion Amount to be redeemedredeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Minrad International, Inc.)
