Common use of PREMIUM PRICE REDEMPTION FOR CASH PAYMENT DEFAULTS Clause in Contracts

PREMIUM PRICE REDEMPTION FOR CASH PAYMENT DEFAULTS. (A) TXB acknowledges that any failure, refusal or inability by TXB described in the foregoing clauses (ii) through (iv) will cause the Holders to suffer damages in an amount that will be difficult to ascertain, including without limitation damages resulting from the loss of liquidity in the Registrable Securities and the additional investment risk in holding the Registrable Securities, whether or not such Holders ultimately achieve the return on investment contemplated in the Designation. Accordingly, the parties agree that it is appropriate to include in this Agreement the foregoing provisions for default payments in order to compensate the Holders for such damages. The parties acknowledge and agree that the default payments set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such default payments are reasonable and will not constitute a penalty. The default payments provided for above are in addition to and not in lieu or limitation of any other rights the Holders may have at law, in equity or under the terms of the Designation, the Investment Agreement or this Agreement, including without limitation the right to specific performance. (B) Each default payment provided for in the foregoing clauses (ii) through (iv) shall be in addition to each other default payment; provided, however, that in no event shall TXB be obligated to pay to any Holder default payments in an aggregate amount greater than three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for any 30-day period. All default payments required to be made in connection with the above provisions shall be paid in cash by the tenth (10th) day of each calendar month (which payments shall be pro rata on a per diem basis for any period of less than 30 days). In the event that TXB fails or refuses to pay any default payment when due, in addition to, and not in lieu of, each Holder's rights to require redemptions under clauses (iv)(B) and (vi), at any Holder's request and option TXB shall purchase all or a portion of the Preferred Shares held by such Holder (with default payments accruing through the date of such purchase), within five (5) days of such request, at a purchase price equal to the Premium Redemption Price (as defined above), provided that such Holder may revoke such request at any time prior to receipt of such payment of such purchase price. Until such time as the TXB purchases such Preferred Shares at the request of such Holder pursuant to the preceding sentence, at any Holder's request and option TXB shall as to such Holder pay such amount by adding and including the amount of such default payment to the Conversion Amount and the Liquidation Preference instead of in cash.

PREMIUM PRICE REDEMPTION FOR CASH PAYMENT DEFAULTS. (A) TXB the Company acknowledges that any failure, refusal or inability by TXB the Company described in the foregoing clauses paragraphs (iii) through (iv) will cause the Holders to suffer damages in an amount that will be difficult to ascertain, including without limitation damages resulting from the loss of liquidity in the Registrable Securities and the additional investment risk in holding the Registrable Securities, whether or not such Holders ultimately achieve the return on investment contemplated in the Designation. Accordingly, the parties agree that it is appropriate to include in this Agreement the foregoing provisions for default payments payments, discounts and mandatory redemptions in order to compensate the Holders for such damages. The parties acknowledge and agree that the default payments payments, discounts and mandatory redemptions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such default payments payments, discounts and mandatory redemptions are reasonable and will not constitute a penalty. The default payments provided for above are in addition to and not in lieu or limitation of any other rights the Holders may have at law, in equity or under the terms of the Designation, the Investment Agreement or this Agreement, including without limitation the right to specific performance. (B) Each default payment provided for in the foregoing clauses paragraphs (ii) through (iv) shall be in addition to each other default payment; provided, however, that in no event shall TXB the Company be obligated to pay to any Holder default payments in an aggregate amount greater than three percent (3%) the Default Payment Rate of the Liquidation Preference for Debenture Amount of the Preferred Shares Debentures held by such Holder for any 30-day periodperiod (or portion thereof). All default payments required to be made in connection with the above provisions shall be paid in cash by the tenth (10th) day of each calendar month (which payments shall be pro rata on a per diem basis for any period of less than 30 days)) required to be made in connection with the above provisions shall be paid in cash at any time upon demand, and whether or not a demand is made, by the tenth (10th) day of each calendar month for each partial or full 30-day period occurring prior to that date. Until paid as required in this Agreement, default payments shall be deemed added to, and a part of, the Outstanding Principal Amount of a Holder's Debentures. (C) In the event that TXB the Company fails or refuses to pay any default payment or honor any default adjustments of the Agreed Percentage when due, in addition to, and not in lieu of, each Holder's rights to require redemptions under clauses (iv)(B) and (vi), at any Holder's request and option TXB the Company shall purchase all or a portion of the Preferred Debentures, Common Shares and/or Warrant Shares held by such Holder (with default payments accruing through the date of such purchase), within five (5) days of such request, at a purchase price equal to the Premium Redemption Price (as defined above), provided that such Holder may revoke such request at any time prior to receipt of such payment of such purchase price. Until such time as the TXB Company purchases such Preferred Shares Debentures at the request of such Holder pursuant to the preceding sentence, at any Holder's request and option TXB the Company shall as to such Holder pay such amount by adding and including the amount of such default payment to the Conversion Outstanding Principal Amount and the Liquidation Preference instead of in casha Holder's Debentures.

PREMIUM PRICE REDEMPTION FOR CASH PAYMENT DEFAULTS. (A) TXB The Company acknowledges that any failure, refusal or inability by TXB the Company described in the foregoing clauses paragraphs (iii) through (iv) will cause the Holders to suffer damages in an amount that will be difficult to ascertain, including without limitation damages resulting from the loss of liquidity in the Registrable Securities and the additional investment risk in holding the Registrable Securities, whether or not such Holders ultimately achieve the return on investment contemplated in the Designation. Accordingly, the parties agree that it is appropriate to include in this Agreement the foregoing provisions for default payments payments, discounts and mandatory redemptions in order to compensate the Holders for such damages. The parties acknowledge and agree that the default payments payments, discounts and mandatory redemptions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such default payments payments, discounts and mandatory redemptions are reasonable and will not constitute a penalty. The default payments provided for above are in addition to and not in lieu or limitation of any other rights the Holders may have at law, in equity or under the terms of the Designation, the Investment Agreement or this Agreement, including without limitation the right to specific performance. (B) Each default payment provided for in the foregoing clauses paragraphs (ii) through (iv) shall be in addition to each other default payment; provided, however, that in no event shall TXB be obligated to pay to any Holder default payments in an aggregate amount greater than three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for any 30-day period. All default payments required to be made in connection with the above provisions shall be paid in cash by the tenth (10th) day of each calendar month (which payments shall be pro rata on a per diem basis for any period of less than 30 days). ) required to be made in connection with the above provisions shall be paid in cash at any time upon demand, and whether or not a demand is made, by the tenth (10th) day of each calendar month for each partial or full 30-day period occurring prior to that date. (C) In the event that TXB the Company fails or refuses to pay any default payment or honor any penalty or similar amounts when due, in addition to, and not in lieu of, each Holder's rights to require redemptions under clauses (iv)(B) and (vi), at any Holder's request and option TXB the Company shall purchase all or a portion of the Preferred Warrant Shares held by such Holder (with default payments accruing through the date of such purchase), within five (5) days of such request, at a purchase price equal to 130% of the Premium Redemption Price fair market value (as defined above)in the Warrant) of such Warrant Shares or, if and to the extent that the Warrant has not been exercised, by a 30% reduction in the then Purchase Price, provided that such Holder may revoke such request at any time prior to receipt of such payment of such purchase price. Until such time as the TXB purchases such Preferred Shares at the request of such Holder pursuant to the preceding sentence, at any Holder's request and option TXB shall as to such Holder pay such amount by adding and including the amount of such default payment to the Conversion Amount and the Liquidation Preference instead of in cash.

PREMIUM PRICE REDEMPTION FOR CASH PAYMENT DEFAULTS. (A) TXB The Company acknowledges that any failure, refusal or inability by TXB the Company described in the foregoing clauses paragraphs (iii) through (iv) will cause the Holders to suffer damages in an amount that will be difficult to ascertain, including without limitation damages resulting from the loss of liquidity in the Registrable Securities and the additional investment risk in holding the Registrable Securities, whether or not such Holders ultimately achieve the return on investment contemplated in the Designation. Accordingly, the parties agree that it is appropriate to include in this Agreement the foregoing provisions for default payments payments, discounts and mandatory redemptions in order to compensate the Holders for such damages. The parties acknowledge and agree that the default payments payments, discounts and mandatory redemptions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such default payments payments, discounts and mandatory redemptions are reasonable and will not constitute a penalty. The default payments provided for above are in addition to and not in lieu or limitation of any other rights the Holders may have at law, in equity or under the terms of the Designation, the Investment Agreement or this Agreement, including without limitation the right to specific performance. (B) Each default payment provided for in the foregoing clauses paragraphs (ii) through (iv) shall be in addition to each other default payment; provided, however, that in no event shall TXB the Company be obligated to pay to any Holder default payments in an aggregate amount greater than three percent (3%) the Default Payment Rate of the Liquidation Preference for Debenture Amount of the Preferred Shares Debentures held by such Holder for any 30-day periodperiod (or portion thereof). All default payments required to be made in connection with the above provisions shall be paid in cash by the tenth (10th) day of each calendar month (which payments shall be pro rata on a per diem basis for any period of less than 30 days)) required to be made in connection with the above provisions shall be paid in cash at any time upon demand, and whether or not a demand is made, by the tenth (10th) day of each calendar month for each partial or full 30-day period occurring prior to that date. Until paid as required in this Agreement, default payments shall be deemed added to, and a part of, the Outstanding Principal Amount of a Holder's Debentures. (C) In the event that TXB the Company fails or refuses to pay any default payment or honor any default adjustments of the Agreed Percentage when due, in addition to, and not in lieu of, each Holder's rights to require redemptions under clauses (iv)(B) and (vi), at any Holder's request and option TXB the Company shall purchase all or a portion of the Preferred Debentures, Common Shares and/or Warrant Shares held by such Holder (with default payments accruing through the date of such purchase), within five (5) days of such request, at a purchase price equal to the Premium Redemption Price (as defined above), provided that such Holder may revoke such request at any time prior to receipt of such payment of such purchase price. Until such time as the TXB Company purchases such Preferred Shares Debentures at the request of such Holder pursuant to the preceding sentence, at any Holder's request and option TXB the Company shall as to such Holder pay such amount by adding and including the amount of such default payment to the Conversion Outstanding Principal Amount and the Liquidation Preference instead of in casha Holder's Debentures.

PREMIUM PRICE REDEMPTION FOR CASH PAYMENT DEFAULTS. (A) TXB The Company acknowledges that any failure, refusal or inability by TXB the Company described in the foregoing clauses paragraphs (iii) through (iv) will cause the Holders to suffer damages in an amount that will be difficult to ascertain, including without limitation damages resulting from the loss of liquidity in the Registrable Securities and the additional investment risk in holding the Registrable Securities, whether or not such Holders ultimately achieve the return on investment contemplated in the Designation. Accordingly, the parties agree that it is appropriate to include in this Agreement the foregoing provisions for default payments payments, discounts and mandatory redemptions in order to compensate the Holders for such damages. The parties acknowledge and agree that the default payments payments, discounts and mandatory redemptions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such default payments payments, discounts and mandatory redemptions are reasonable and will not constitute a penalty. The default payments provided for above are in addition to and not in lieu or limitation of any other rights the Holders may have at law, in equity or under the terms of the Designation, the Investment Agreement or this Agreement, including without limitation the right to specific performance. (B) Each default payment provided for in the foregoing clauses paragraphs (ii) through (iv) shall be in addition to each other default payment; provided, however, that in no event shall TXB be obligated to pay to any Holder default payments in an aggregate amount greater than three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for any 30-day period. All default payments required to be made in connection with the above provisions shall be paid in cash by the tenth (10th) day of each calendar month (which payments shall be pro rata on a per diem basis for any period of less than 30 days). ) required to be made in connection with the above provisions shall be paid in cash at any time upon demand, and whether or not a demand is made, by the tenth (lOth) day of each calendar month for each partial or full 30-day period occurring prior to that date. (C) In the event that TXB the Company fails or refuses to pay any default payment or honor any penalty or similar amounts when due, in addition to, and not in lieu of, each Holder's rights to require redemptions under clauses (iv)(B) and (vi), at any Holder's request and option TXB the Company shall purchase all or a portion of the Series B Preferred Stock, Common Shares and/or Warrant Shares held by such Holder (with default payments accruing through the date of such purchase), within five (5) days of such request, at a purchase price equal to the Premium Redemption Price (as defined above), provided that such Holder may revoke such request at any time prior to receipt of such payment of such purchase price. Until such time as the TXB Company purchases such Series B Preferred Shares at the request of such Holder pursuant to the preceding sentence, at any Holder's request and option TXB the Company shall as to such Holder pay such amount by adding and including the amount of such default payment to the Conversion Amount and the Liquidation Preference Value instead of in cash.

PREMIUM PRICE REDEMPTION FOR CASH PAYMENT DEFAULTS. (A) TXB Alteon acknowledges that any failure, refusal or inability by TXB Alteon described in the foregoing clauses (ii) through (iv) will cause the Holders to suffer damages in an amount that will be difficult to ascertain, including without limitation damages resulting from the loss of liquidity in the Registrable Securities and the additional investment risk in holding the Registrable Securities, whether or not such Holders ultimately achieve the return on investment contemplated in the Designation. Accordingly, the parties agree that it is appropriate to include in this Agreement the foregoing provisions for default payments in order to compensate the Holders for such damages. The parties acknowledge and agree that the default payments set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such default payments are reasonable and will not constitute a penalty. The default payments provided for above are in addition to and not in lieu or limitation of any other rights the Holders may have at law, in equity or under the terms of the Designation, the Investment Agreement Agreement, the Warrants or this Agreement, including without limitation the right to specific performance. (B) Each default payment provided for in the foregoing clauses (ii) through (iv) shall be in addition to each other default payment; provided, however, that in no event shall TXB Alteon be obligated to pay to any Holder default payments in an aggregate amount greater than three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for any 30-day period. All default payments required to be made in connection with the above provisions shall be paid in cash by the tenth (10th) day of each calendar month (which payments shall be pro rata on a per diem basis for any period of less than 30 days). In the event that TXB Alteon fails or refuses to pay any default payment when due, in addition to, and not in lieu of, each Holder's rights to require redemptions under clauses (iv)(B) and (vi), at any Holder's request and option TXB Alteon shall purchase all or a portion of the Preferred Shares held by such Holder (with default payments accruing through the date of such purchase), within five (5) days of such request, at a purchase price equal to the Premium Redemption Price (as defined above), provided that such Holder may revoke such request at any time prior to receipt of such payment of such purchase price. Until such time as the TXB Alteon purchases such Preferred Shares at the request of such Holder pursuant to the preceding sentence, at any Holder's request and option TXB Alteon shall as to such Holder pay such amount by adding and including the amount of such default payment to the Conversion Amount and the Liquidation Preference instead of in cash. Default payments shall no longer accrue on Preferred Shares after such shares have been redeemed by Alteon pursuant to the foregoing provision.

PREMIUM PRICE REDEMPTION FOR CASH PAYMENT DEFAULTS. (A) TXB The Company acknowledges that any failure, refusal or inability by TXB the Company described in the foregoing clauses paragraphs (iii) through (iv) will cause the Holders to suffer damages in an amount that will be difficult to ascertain, including without limitation damages resulting from the loss of liquidity in the Registrable Securities and the additional investment risk in holding the Registrable Securities, whether or not such Holders ultimately achieve the return on investment contemplated in the Designation. Accordingly, the parties agree that it is appropriate to include in this Agreement the foregoing provisions for default payments and mandatory redemptions in order to compensate the Holders for such damages. The parties acknowledge and agree that the default payments and mandatory redemptions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such default payments are reasonable and will not constitute a penalty. The default payments provided for above are in addition to and not in lieu or limitation of any other rights the Holders may have at law, in equity or under the terms of the Designation, the Investment Agreement or this Agreement, including without limitation the right to specific performance. (B) Each default payment provided for in the foregoing clauses paragraphs (ii) through (iv) shall be in addition to each other default payment; provided, however, that in no event shall TXB be obligated to pay to any Holder default payments in an aggregate amount greater than three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for any 30-day period. All default payments required to be made in connection with the above provisions shall be paid in cash by the tenth (10th) day of each calendar month following the date on which such payment becomes due and payable (which payments shall be pro rata on a per diem basis for any period of less than 30 days). . (C) In the event that TXB the Company fails or refuses to pay any default payment when due, in addition to, and not in lieu of, each Holder's rights to require redemptions under clauses (iv)(B) and (vi), at any Holder's request and option TXB option, the Company shall purchase all or a portion of the Preferred Shares held by such Holder (with default payments accruing through the date of such purchase), within five (5) days of such request, at a purchase price equal to the Premium Redemption Price (as defined above)Price, provided that such Holder may revoke such request at any time prior to receipt of such payment of such purchase price. Until such time as the TXB Company purchases such Preferred Shares at the request of such Holder pursuant to the preceding sentence, at any Holder's request and option TXB the Company shall as to such Holder pay such amount by adding and including the amount of such default payment to the Conversion Amount and the Liquidation Preference instead of in cash.

PREMIUM PRICE REDEMPTION FOR CASH PAYMENT DEFAULTS. (A) TXB The Company acknowledges that any failure, refusal or inability by TXB the Company described in the foregoing clauses paragraphs (iii) through (iv) will cause the Holders to suffer damages in an amount that will be difficult to ascertain, including without limitation damages resulting from the loss of liquidity in the Registrable Securities and the additional investment risk in holding the Registrable Securities, whether or not such Holders ultimately achieve the return on investment contemplated in the Designation. Accordingly, the parties agree that it is appropriate to include in this Agreement the foregoing provisions for default payments payments, discounts and mandatory redemptions in order to compensate the Holders for such damages. The parties acknowledge and agree that the default payments payments, discounts and mandatory redemptions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such default payments payments, discounts and mandatory redemptions are reasonable and will not constitute a penalty. The default payments provided for above are in addition to and not in lieu or limitation of any other rights the Holders may have at law, in equity or under the terms of the Designation, the Investment Agreement or this Agreement, including without limitation the right to specific performance. (B) Each default payment provided for in the foregoing clauses paragraphs (ii) through (iv) shall be in addition to each other default payment; provided, however, that in no event shall TXB be obligated to pay to any Holder default payments in an aggregate amount greater than three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for any 30-day period. All default payments required to be made in connection with the above provisions shall be paid in cash by the tenth (10th) day of each calendar month (which payments shall be pro rata on a per diem basis for any period of less than 30 days). ) required to be made in connection with the above provisions shall be paid in cash at any time upon demand, and whether or not a demand is made, by the tenth (10th) day of each calendar month for each partial or full 30-day period occurring prior to that date. (C) In the event that TXB the Company fails or refuses to pay any default payment or honor any penalty or similar amounts when due, in addition to, and not in lieu of, each Holder's rights to require redemptions under clauses (iv)(B) and (vi), at any Holder's request and option TXB the Company shall purchase all or a portion of the Preferred shares of Common Stock and Warrant Shares held by such Holder (with default payments accruing through the date of such purchase), within five (5) days of such request, at a purchase price equal to 130% of the Premium Redemption Price fair market value (as defined above)in the Warrant) of such shares or, if and to the extent that the Warrant has not been exercised, by a 30% reduction in the then Purchase Price, provided that such Holder may revoke such request at any time prior to receipt of such payment of such purchase price. Until such time as the TXB purchases such Preferred Shares at the request of such Holder pursuant to the preceding sentence, at any Holder's request and option TXB shall as to such Holder pay such amount by adding and including the amount of such default payment to the Conversion Amount and the Liquidation Preference instead of in cash.

PREMIUM PRICE REDEMPTION FOR CASH PAYMENT DEFAULTS. (A) TXB The Company acknowledges that any failure, refusal or inability by TXB the Company described in the foregoing clauses paragraphs (iii) through (iv) will cause the Holders to suffer damages in an amount that will be difficult to ascertain, including without limitation damages resulting from the loss of liquidity in the Registrable Securities and the additional investment risk in holding the Registrable Securities, whether or not such Holders ultimately achieve the return on investment contemplated in the Designation. Accordingly, the parties agree that it is appropriate to include in this Agreement the foregoing provisions for default payments payments, discounts and mandatory redemptions in order to compensate the Holders for such damages. The parties acknowledge and agree that the default payments payments, discounts and mandatory redemptions set forth above represent the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such default payments payments, discounts and mandatory redemptions are reasonable and will not constitute a penalty. The default payments provided for above are in addition to and not in lieu or limitation of any other rights the Holders may have at law, in equity or under the terms of the Designation, the Investment Agreement or this Agreement, including without limitation the right to specific performance. (B) Each default payment provided for in the foregoing clauses paragraphs (ii) through (iv) shall be in addition to each other default payment; provided, however, that in no event shall TXB be obligated to pay to any Holder default payments in an aggregate amount greater than three percent (3%) of the Liquidation Preference for the Preferred Shares held by such Holder for any 30-day period. All default payments required to be made in connection with the above provisions shall be paid in cash by the tenth (10th) day of each calendar month (which payments shall be pro rata on a per diem basis for any period of less than 30 thirty (30) days). ) required to be made in connection with the above provisions shall be paid in cash at any time upon demand, and whether or not a demand is made, by the tenth (10th) day of each calendar month for each partial or full 30-day period occurring prior to that date. (C) In accordance with Section 3(e)(iv) of the Articles of Amendment, in the event that TXB the Company fails or refuses to pay any default payment or honor any penalty or similar amounts when due, in addition to, and not in lieu of, each Holder's rights to require redemptions under clauses (iv)(B) and (vi), at any Holder's option and request and option TXB by delivery of a Notice of Redemption the Company shall purchase all or a portion of the Series C Preferred Shares Stock and/or Registrable Securities held by such Holder (with any default payments payment penalty or similar amounts accruing through the date of such purchase), within five (5) days Trading Days of such request, at a purchase price equal to the Premium Redemption Price (as defined above), provided ; PROVIDED that such Holder may revoke such request at any time prior to receipt of such payment of such purchase price. Until such time as the TXB Company purchases such Series C Preferred Shares Stock at the request of such Holder pursuant to the preceding sentence, at any Holder's request and option TXB the Company shall as to such Holder pay such amount by adding and including the amount of such default payment to the Conversion Amount and the Liquidation Preference Value instead of in cash.