Common use of Optional Redemption Right Clause in Contracts

Optional Redemption Right. Commencing six months after the Original Issuance Date, the Company shall have the right, exercisable on not less than twenty (20) Trading Days prior written notice to the Holder of the Debentures, to prepay in part or in full the Debenture in accordance with this Section 7. Any notice of prepayment hereunder (an “Optional Prepayment”) shall be delivered to the Holders of the Debentures and shall state (1) that the Company is exercising its right to prepay the Debentures issued on the Original Issue Date and (2) the date of prepayment (the “Optional Prepayment Notice”). On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the Optional Prepayment Amount (as defined below) to the Holder. If the Company exercises its right to prepay the Debenture, the Company shall make payment to the Holder of an amount in cash equal to the sum of the then outstanding principal amount of this Debenture plus any amount of interest owed hereunder to the Holder (“Optional Prepayment Amount”). The Holder shall at all times prior to the Optional Prepayment Date maintain the right to convert all or any portion of the Debenture and any portion of Debenture so converted after receipt of an Optional Prepayment Notice and prior to the Optional Prepayment Date set forth in such notice and payment of the aggregate Optional Prepayment Amount shall be deducted from the principal amount of Debenture which is otherwise subject to prepayment pursuant to such notice. If the Company delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Debenture on the Optional Prepayment Date, then the Company shall forfeit its right to prepay the Debenture pursuant to such Optional Prepayment Notice and shall thereafter forfeit its right to Optional Prepayment.

Optional Redemption Right. Commencing six months From and after the Original Issuance Datedate upon which (i) the Company and its Subsidiaries has more than $15,000,000 in the aggregate of cash and Cash Equivalents, the Company shall have the rightHolder may, exercisable on not less than twenty (20) Trading Days prior written notice to the Holder within 10 days of the Debentures, to prepay in part or in full the Debenture in accordance with this Section 7. Any notice of prepayment hereunder (an “Optional Prepayment”) shall be delivered to the Holders of the Debentures and shall state (1) that the Company is exercising its right to prepay the Debentures issued on the Original Issue Date and (2) the date of prepayment (the “Optional Prepayment Notice”). On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment receipt of the Optional Prepayment Amount (as defined below) to the Holder. If Redemption Notice, require the Company exercises its right to prepay the Debenture, the Company shall make payment redeem up to the Holder of an amount in cash equal to the sum 50% of the then outstanding principal amount of this Debenture plus Note, (ii) the Company and its Subsidiaries has more than $20,000,000 in the aggregate of cash and Cash Equivalents, the Holder may, within 10 days of receipt of the Optional Redemption Notice, require the Company to redeem up to 100% of the outstanding principal of this Note, (iii) the Company and its Subsidiaries receives proceeds in excess of $500,000 in the aggregate (for all such transactions after the Amendment and Restatement Date of this Note) from the issuance of any equity or indebtedness of the Company or any of its Subsidiaries (excluding any proceeds received upon the exercise of options or warrants which are outstanding on the day immediately preceding the Amendment and Restatement Date, provided that the terms of such options or warrants are not amended, modified or changed on or after the Amendment and Restatement Date), the Holder may, within 10 days of receipt of the Optional Redemption Notice, require the Company to redeem the outstanding principal under this Note in an amount equal to up to 20% of interest owed hereunder the proceeds of the issuance of any such equity or indebtedness (each such occurrence described in clauses (i) through (iii) above, an "Optional Redemption"), in each case by delivering written notice thereof (the "Optional Redemption Notice") to the Company within the time periods set forth above, which Optional Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 6 shall be redeemed by the Company in cash at a price equal to 100% of the Redemption Amount to be redeemed (“the "Optional Prepayment Amount”Redemption Price"). Redemptions required by this Section 6 shall be made in accordance with the provisions of Section 8. To the extent redemptions required by this Section 6 are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. The Holder shall at all times prior to parties hereto agree that in the Optional Prepayment Date maintain event of the right to convert all or Company's redemption of any portion of the Debenture Note under this Section 6, the Holder's damages would be uncertain and any portion of Debenture so converted after receipt of an Optional Prepayment Notice and prior difficult to the Optional Prepayment Date set forth in such notice and payment estimate because of the aggregate Optional Prepayment Amount shall be deducted from parties' inability to predict future interest rates and the principal amount of Debenture which is otherwise subject to prepayment pursuant to such notice. If the Company delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder uncertainty of the Debenture on availability of a suitable substitute investment opportunity for the Optional Prepayment Date, then the Company shall forfeit its right to prepay the Debenture pursuant to such Optional Prepayment Notice and shall thereafter forfeit its right to Optional PrepaymentHolder.

Optional Redemption Right. Commencing six months after from the Original Issuance DateClosing Date and notwithstanding anything to the contrary contained in this Debenture, so long as the Equity Conditions are met, the Company shall have the right, exercisable on not less than twenty ten (2010) Trading Days prior written notice to the Holder of the Debentures, to prepay in part or in full the Debenture in accordance with this Section 76. Any notice of prepayment hereunder (an “Optional Prepayment”) shall be delivered to the Holders of the Debentures and shall state (1) that the Company is exercising its right to prepay the Debentures issued on the Original Issue Date and (2) the date of prepayment (the “Optional Prepayment Notice”). On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the Optional Prepayment Amount (as defined below) to the Holder. If the Company exercises its right to prepay the Debenture, the Company shall make payment to the Holder of an amount in cash equal to (i) 120% (for prepayments occurring within Three Hundred and Sixty Five (365) days from the Original Issue Date), (ii) 115% (for prepayments occurring after the Three Hundred and Sixty Sixth (366th) day following the Original Issue Date but before the Seven Hundred and Thirtieth (730th) day), and (iii) 110% (for prepayments occurring after the Seven Hundred and Thirty First (731st) day following the Original Issue Date, multiplied by the sum of the then outstanding principal amount Principal Amount of this Debenture plus any amount of interest amounts owed hereunder to the Holder (“Optional Prepayment AmountAmounts”). The Notwithstanding notice of an Optional Prepayment, the Holder shall at all times prior to the Optional Prepayment Date maintain the right to convert all or any portion of the Debenture and any portion of Debenture so converted so converted after receipt of an Optional Prepayment Notice and prior to the Optional Prepayment Date set forth in such notice and payment of the aggregate Optional Prepayment Amount shall be deducted from the principal amount Principal Amount of Debenture which is are otherwise subject to prepayment pursuant to such notice. If the Company delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Debenture on the Optional Prepayment Date, then the Company shall forfeit its right to prepay the Debenture pursuant to such Optional Prepayment Notice and shall thereafter forfeit its their right to Optional Prepayment.

Optional Redemption Right. Commencing six months Subject to the provisions of this Article V, at any time (a) within ninety (90) days after the Original Issuance Effective Date, the Company shall have the right, exercisable on not less than twenty (20) Trading Days prior written may deliver a notice to the Holder of the Debentures, to prepay in part or in full the Debenture in accordance with this Section 7. Any notice of prepayment hereunder (an “Optional Prepayment”) shall be delivered to the Holders of the Debentures Redemption Notice” and shall state (1) that the Company is exercising its right to prepay the Debentures issued on the Original Issue Date and (2) the date of prepayment (such notice is deemed delivered hereunder, the “Optional Prepayment Notice”). On the date fixed for prepayment (the “Optional Prepayment Redemption Notice Date”), the Company shall make payment ) of the Optional Prepayment Amount (as defined below) its irrevocable election to the Holder. If the Company exercises its right to prepay the Debenture, the Company shall make payment to the Holder of an amount in cash equal to the sum redeem all of the then outstanding principal amount together with all unpaid interest accrued thereon of this Debenture plus Note for cash at a redemption price equal to 150% multiplied by all of the then outstanding principal amount together with all unpaid interest accrued thereon of this Note, on the 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20 Trading Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”), The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Equity Conditions (as defined below) shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made in full. If any amount of interest owed hereunder the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company after the day on which any such Equity Condition has not been met in which case the Optional Redemption Notice shall be null and void, ab initio. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. “Equity Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (“c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Conversion Shares issuable upon conversion of such portion of this Note subject to an Optional Prepayment Amount”). The Holder shall at Redemption (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for such period) or (ii) all times prior of the Conversion Shares issuable upon conversion of such portion of this Note subject to an Optional Redemption may be resold pursuant to Rule 144 during such period, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Optional Prepayment Date maintain Transaction Documents are listed or quoted for trading on such Trading Market (and the right to convert Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all or any of the Conversion Shares issuable upon conversion of such portion of this Note being redeemed at such time, (f) there is no existing Event of Default and, to the Debenture and any actual knowledge of the Company, no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares issuable to the Holder upon conversion of such portion of Debenture so converted after receipt of this Note subject to an Optional Prepayment Notice and prior to Redemption would not violate the Optional Prepayment Date limitations set forth in such notice Section 2.3 under this Note, (h) there has been no public announcement of a pending or proposed Fundamental Transaction that has not been consummated or abandoned, and payment (i) the applicable Holder is not in possession of any information provided by the aggregate Optional Prepayment Amount shall be deducted from Company that constitutes, or may constitute, material non-public information. Notwithstanding the foregoing, the Holder may elect to convert the outstanding principal amount of Debenture which is otherwise the Note subject to prepayment an Optional Redemption Notice pursuant to such notice. If Article II at any time prior to actual payment in cash for any redemption under this Section 5 by the Company delivers delivery of an Optional Prepayment irrevocable Notice and fails to pay the Optional Prepayment Amount due of Conversion to the Holder of the Debenture on the Optional Prepayment Date, then the Company shall forfeit its right to prepay the Debenture pursuant to such Optional Prepayment Notice and shall thereafter forfeit its right to Optional PrepaymentCompany.

Optional Redemption Right. Commencing six months after from the Original Issuance DateClosing Date and notwithstanding anything to the contrary contained in this Debenture, so long as the Equity Conditions are met, the Company shall have the right, exercisable on not less than twenty ten (2010) Trading Days prior written notice to the Holder of the Debentures, to prepay in part or in full the Debenture in accordance with this Section 79. Any notice of prepayment hereunder (an “Optional Prepayment”) shall be delivered to the Holders of the Debentures and shall state (1) that the Company is exercising its right to prepay the Debentures issued on the Original Issue Date and (2) the date of prepayment (the “Optional Prepayment Notice”). On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the Optional Prepayment Amount (as defined below) to the Holder. If the Company exercises its right to prepay the Debenture, the Company shall make payment to the Holder of an amount in cash equal to (i) 110% (for prepayments occurring within one hundred and eighty (180) days from the Original Issue Date) and (ii) 120% (for prepayments occurring after the one hundred and eighty (180) day following the Original Issue Date, multiplied by the sum of the then outstanding principal amount Principal Amount of this Debenture plus any amount of interest amounts owed hereunder to the Holder (“Optional Prepayment AmountAmounts”). The Notwithstanding notice of an Optional Prepayment, the Holder shall at all times prior to the Optional Prepayment Date maintain the right to convert all or any portion of the Debenture and any portion of Debenture so converted so converted after receipt of an Optional Prepayment Notice and prior to the Optional Prepayment Date set forth in such notice and payment of the aggregate Optional Prepayment Amount shall be deducted from the principal amount Principal Amount of Debenture which is are otherwise subject to prepayment pursuant to such notice. If the Company delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Debenture on the Optional Prepayment Date, then the Company shall forfeit its right to prepay the Debenture pursuant to such Optional Prepayment Notice and shall thereafter forfeit its their right to Optional Prepayment.

Optional Redemption Right. Commencing six months after the Original Issuance DateEffective Date and notwithstanding anything to the contrary contained in this Debenture, so long as the Equity Conditions are met, the Company shall have the right, exercisable on not less than twenty (20) Trading Days prior written notice to the Holder of the Debentures, to prepay in part or in full the Debenture in accordance with this Section 76. Any notice of prepayment hereunder (an “Optional Prepayment”) shall be delivered to the Holders of the Debentures and shall state (1) that the Company is exercising its right to prepay the Debentures issued on the Original Issue Date and (2) the date of prepayment (the “Optional Prepayment Notice”). On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the Optional Prepayment Amount (as defined below) to the Holder. If the Company exercises its right to prepay the Debenture, the Company shall make payment to the Holder of an amount in cash equal to 120% multiplied by the sum of the then outstanding principal amount of this Debenture plus any amount of interest amounts owed hereunder to the Holder (“Optional Prepayment AmountAmounts”). The Holder shall at all times prior to the Optional Prepayment Date maintain the right to convert all or any portion of the Debenture and any portion of Debenture so converted after receipt of an Optional Prepayment Notice and prior to the Optional Prepayment Date set forth in such notice and payment of the aggregate Optional Prepayment Amount shall be deducted from the principal amount of Debenture which is otherwise subject to prepayment pursuant to such notice. If the Company delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Debenture on the Optional Prepayment Date, then the Company shall forfeit its right to prepay the Debenture pursuant to such Optional Prepayment Notice and shall thereafter forfeit its right to Optional Prepayment.

Optional Redemption Right. Commencing six months after from the Original Issuance DateClosing Date and notwithstanding anything to the contrary contained in this Debenture, so long as the Equity Conditions are met, the Company shall have the right, exercisable on not less than twenty ten (2010) Trading Days prior written notice to the Holder of the Debentures, to prepay in part or in full the Debenture in accordance with this Section 76. Any notice of prepayment hereunder (an “Optional Prepayment”) shall be delivered to the Holders of the Debentures and shall state (1) that the Company is exercising its right to prepay the Debentures issued on the Original Issue Date and (2) the date of prepayment (the “Optional Prepayment Notice”). On the date fixed for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the Optional Prepayment Amount (as defined below) to the Holder. If the Company exercises its right to prepay the Debenture, the Company shall make payment to the Holder of an amount in cash equal to (i) 112% (for prepayments occurring within one hundred and twenty (120) days of the Original Issue Date), or (ii) 120% (for prepayments occurring after the one hundred and twentieth (120th) day following the Original Issue Date), multiplied by the sum of the then outstanding principal amount of this Debenture plus any amount of interest amounts owed hereunder to the Holder (“Optional Prepayment AmountAmounts”). The After one hundred and twenty (120) days from the Original Issue Date and notwithstanding notice of an Optional Prepayment, the Holder shall at all times prior to the Optional Prepayment Date maintain the right to convert all or any portion of the Debenture and any portion of Debenture so converted so converted after receipt of an Optional Prepayment Notice and prior to the Optional Prepayment Date set forth in such notice and payment of the aggregate Optional Prepayment Amount shall be deducted from the principal amount of Debenture which is are otherwise subject to prepayment pursuant to such notice. If the Company delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Debenture on the Optional Prepayment Date, then the Company shall forfeit its right to prepay the Debenture pursuant to such Optional Prepayment Notice and shall thereafter forfeit its their right to Optional Prepayment.

Optional Redemption Right. Commencing six months after At any time following the Original Issuance tenth anniversary of the Effective Date, the Company Partnership shall have the rightright to redeem, exercisable on not less than twenty (20) Trading Days prior written notice to the Holder any Partnership Preferred Record Date, all or any portion of the Debentures, to prepay in part or in full the Debenture in accordance with this Section 7. Any notice of prepayment hereunder (an “Optional Prepayment”) shall be delivered to the Holders of the Debentures and shall state (1) that the Company is exercising its right to prepay the Debentures issued on the Original Issue Date and (2) the date of prepayment Class B Preferred Units (the “Optional Prepayment Notice”). On the date fixed "Redemption Interest") for prepayment (the “Optional Prepayment Date”), the Company shall make payment of the Optional Prepayment Amount (as defined below) to the Holder. If the Company exercises its right to prepay the Debenture, the Company shall make payment to the Holder of an amount in cash equal to the sum of (a) the then outstanding principal amount product of this Debenture plus any amount (i) the number of interest owed hereunder to Preferred Units and (ii) $25.00 and (b) the Holder (“Optional Prepayment Amount”). The Holder shall at all times prior to the Optional Prepayment Date maintain the right to convert all or any portion of the Debenture and any portion of Debenture so converted after receipt of an Optional Prepayment Notice and prior Unpaid Preferred Distribution Account relating to such Redemption Interest (the Optional Prepayment Date set forth in such notice and payment of the aggregate Optional Prepayment Amount "Redemption Price"). Any redemptions pursuant to this Section shall be deducted from the principal amount of Debenture which is otherwise subject proportionate to prepayment pursuant to such noticeall Class B Preferred Limited Partners. If the Company delivers Partnership desires to exercise its redemption right under this Section, the Partnership shall send a written notice to all Class B Preferred Limited Partners specifying the Redemption Interest, the Redemption Price and the Partnership Preferred Record Date, which is not earlier than 20 Business Days from the date of such notice (the "Redemption Closing Date"), for the closing of such Redemption (the "Redemption Closing") and providing each Class B Preferred Limited Partner with an Optional Prepayment Notice option to elect to receive, in lieu of the Redemption Price and fails in accordance with the terms of Article 11 hereof, the Preferred Exchange Consideration that such Partner would be entitled to receive pursuant to Section 11.1(b) if the Closing Date was the same day as the Redemption Closing Date. The Redemption Closing shall occur on the Redemption Closing Date at the Partnership's principal office or at such other place as may be agreed. At the Redemption Closing, each Class B Preferred Limited Partner shall (i) convey the Redemption Interest to the Partnership, and (ii) warrant that it is the owner of the Redemption Interest conveyed, free and clear of any liens, and that it has the power and authority to convey such Redemption Interest, and the Partnership shall pay the Optional Prepayment Amount due Redemption Price. Upon payment in full of such amounts the Redemption Interest shall be deemed to the Holder of the Debenture on the Optional Prepayment Date, then the Company shall forfeit its right to prepay the Debenture pursuant to such Optional Prepayment Notice have been redeemed and shall thereafter forfeit its right to Optional Prepaymentcanceled.