Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible Note) as follows: (i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein; (ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale Event; (iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and (iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note. (b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted. (c) The Company shall select the Convertible Note to be redeemed in any redemption in which not all of the Convertible Note are to be redeemed so that the ratio of the Convertible Note of each holder selected for redemption to the total Convertible Note owned by that holder shall be the same as the ratio of all such Convertible Note selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law. (d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 3 contracts
Samples: Securities Purchase Agreement (ERF Wireless, Inc.), Securities Purchase Agreement (ERF Wireless, Inc.), Securities Purchase Agreement (ERF Wireless, Inc.)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible Note) as follows:
(i) A prepayment pursuant to Section 3.3, the "“prepayment date" ” specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale Event;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note subject to redemptionredemption in accordance with written directions to be provided by Purchaser. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note by reason of the Company's ’s failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' ’ fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note to be redeemed in any redemption in which not all of the Convertible Note are to be redeemed so that the ratio of the Convertible Note of each holder selected for redemption to the total Convertible Note owned by that holder shall be the same as the ratio of all such Convertible Note selected for redemption bears to the total of all then outstanding Convertible NotesNote . Should any Convertible Note required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hepalife Technologies Inc), Securities Purchase Agreement (Hepalife Technologies Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Notes pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser the Purchasers shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteNotes) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a)3.4, the date of consummation of the applicable Sale Event;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Notes as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to each Purchaser of the Convertible Note Notes subject to redemption. Should any Purchaser not receive payment of any amounts due on redemption of its Convertible Note Notes by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (i) the maximum lawful rate and (ii) 2% per annum, compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Notes to be redeemed in any redemption in which not all of the Convertible Note Notes are to be redeemed so that the ratio of the Convertible Note Notes of each holder selected for redemption to the total Convertible Note Notes owned by that holder shall be the same as the ratio of all such Convertible Note Notes selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note Notes required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Notes shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by any Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Notes shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaserthe Purchasers, Purchaser the Purchasers may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser the Purchasers when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser the Purchasers when due.
Appears in 2 contracts
Samples: Securities Purchase Agreement (E Rex Inc), Securities Purchase Agreement (Lakota Technologies Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Notes pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteNotes) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale EventEvent or the Registration Default;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Notes as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note Notes subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note Notes by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (I) the maximum lawful rate and (II) 18% per annum, compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Notes to be redeemed in any redemption in which not all of the Convertible Note Notes are to be redeemed so that the ratio of the Convertible Note Notes of each holder selected for redemption to the total Convertible Note Notes owned by that holder shall be the same as the ratio of all such Convertible Note Notes selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note Notes required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Notes shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Notes shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Lahaina Acquisitions Inc), Securities Purchase Agreement (Lahaina Acquisitions Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Debentures and Warrants, as applicable pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Prepayment Price, the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteDebentures) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale EventEvent or the Registration Default;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible NoteDebenture.
(b) On the Maturity Date and on the effective date of a repayment prepayment or redemption of the Convertible Note Debentures and Warrants as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repaymentprepayment/redemption price to Purchaser of the Convertible Note Debentures and Warrants subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note Debentures and Warrants by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days14%, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Debentures and Warrants to be redeemed in any redemption in which not all of the Convertible Note Debentures and Warrants are to be redeemed so that the ratio of the Convertible Note Debentures and Warrants of each holder selected for redemption to the total Convertible Note Debentures and Warrants owned by that holder shall be the same as the ratio of all such Convertible Note Debentures and Warrants selected for redemption bears to the total of all then outstanding Convertible NotesDebentures and Warrants. Should any Convertible Note Debentures and Warrants required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Debentures and Warrants shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment prepayment pursuant to Section 3.3 or a mandatory prepayment repayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Debentures shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment repayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Dial Thru International Corp), Securities Purchase Agreement (Dial Thru International Corp)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Notes pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser the Purchasers shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteNotes) as follows:
(iI) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(iiII) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale EventEvent or the Registration Default;
(iiiIII) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(ivIV) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Notes as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to each Purchaser of the Convertible Note Notes subject to redemption. Should any Purchaser not receive payment of any amounts due on redemption of its Convertible Note Notes by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (I) the maximum lawful rate and (II) 18% per annum, compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Notes to be redeemed in any redemption in which not all of the Convertible Note Notes are to be redeemed so that the ratio of the Convertible Note Notes of each holder selected for redemption to the total Convertible Note Notes owned by that holder shall be the same as the ratio of all such Convertible Note Notes selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note Notes required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Notes shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by any Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Notes shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaserthe Purchasers, Purchaser the Purchasers may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser the Purchasers when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser the Purchasers when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (American International Petroleum Corp /Nv/)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Debentures and Warrants, as applicable pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteDebentures) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale EventEvent or the Registration Default;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible NoteDebenture.
(b) On the Maturity Date and on the effective date of a repayment prepayment or redemption of the Convertible Note Debentures and Warrants as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repaymentprepayment/redemption price to Purchaser of the Convertible Note Debentures and Warrants subject to prepayment or redemption. Should Purchaser not receive payment of any amounts due on prepayment or redemption of its Convertible Note Debentures and Warrants by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the greater of (I) the maximum lawful rate and (II) 18% per annum, compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Debentures and Warrants to be redeemed in any redemption in which not all of the Convertible Note Debentures and Warrants are to be redeemed so that the ratio of the Convertible Note Debentures and Warrants of each holder selected for redemption to the total Convertible Note Debentures and Warrants owned by that holder shall be the same as the ratio of all such Convertible Note Debentures and Warrants selected for redemption bears to the total of all then outstanding Convertible NotesDebentures and Warrants. Should any Convertible Note Debentures and Warrants required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Debentures and Warrants shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Debentures shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the prepayment or redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the prepayment or redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (American International Petroleum Corp /Nv/)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Debentures pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteDebentures) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale EventEvent or the Registration Default;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible NoteDebenture.
(b) On the Maturity Date and on the effective date of a repayment prepayment or redemption of the Convertible Note Debentures as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repaymentprepayment/redemption price to Purchaser of the Convertible Note Debentures subject to prepayment or redemption. Should Purchaser not receive payment of any amounts due on prepayment or redemption of its Convertible Note Debentures by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the greater of (I) the maximum lawful rate and (II) 18% per annum, compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Debentures to be redeemed in any redemption in which not all of the Convertible Note Debentures are to be redeemed so that the ratio of the Convertible Note Debentures of each holder selected for redemption to the total Convertible Note Debentures owned by that holder shall be the same as the ratio of all such Convertible Note Debentures selected for redemption bears to the total of all then outstanding Convertible NotesDebentures. Should any Convertible Note Debentures required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Debentures shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Debentures shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the prepayment or redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the prepayment or redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Exchange Agreement (American International Petroleum Corp /Nv/)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Bridge Notes, as applicable pursuant to Sections 3.2 or 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteBridge Notes) as follows:
(i) A prepayment pursuant to Section 3.33.2, the "“prepayment date" ” specified therein;
(ii) A redemption pursuant to Section 3.4(a3.3(a), the date of consummation of the applicable Sale Event;; and
(iii) A redemption pursuant to Section 3.4(b3.3(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Bridge Notes as specified in Section 3.5(a3.4(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note Bridge Notes subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note Bridge Notes by reason of the Company's ’s failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' ’ fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Bridge Notes to be redeemed in any redemption in which not all of the Convertible Note Bridge Notes are to be redeemed so that the ratio of the Convertible Note Bridge Notes of each holder selected for redemption to the total Convertible Note Bridge Notes owned by that holder shall be the same as the ratio of all such Convertible Note Bridge Notes selected for redemption bears to the total of all then outstanding Convertible Bridge Notes. Should any Convertible Note Bridge Notes required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Bridge Notes shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) . Any proper Notice of Conversion delivered by Purchaser (including delivery via telecopyfacsimile or electronic mail) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Bridge Notes shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Titan Iron Ore Corp.)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Notes pursuant to Sections 3.2 or 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price Price, the amount of accrued and unpaid interest, and the time at which Purchaser the Purchasers shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteNotes) as follows:
(i) A prepayment redemption pursuant to Section 3.33.2(a), on the "prepayment date" specified thereinCall Exercise Date (as defined in the Put and Call Agreement);
(ii) A redemption pursuant to Section 3.4(a3.2(b), on the date of consummation of Put Exercise Date (as defined in the applicable Sale EventPut and Call Agreement);
(iii) A redemption pursuant to Section 3.4(b3.3(c), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding)Material Transaction, or the delivery date of a Registration Default Notice; and
(iv) A redemption pursuant to Section 3.4(c3.3(c), the date specified in each the Convertible NoteNotes.
(b) On Within one (1) Business Day after (i) the applicable Amortization Date, (ii) the Maturity Date and on or (iii) the effective date of a repayment prepayment or redemption of the Convertible Note Notes as specified in Section 3.5(a3.4(a) above, the Company shall deliver by wire transfer of in immediately available funds the repaymentapplicable prepayment/redemption price to each Purchaser of the Convertible Note Notes subject to redemption. Should If any Purchaser does not receive payment of any amounts due to such Purchaser for prepayment or on redemption of its Convertible Note Notes by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (xi) interest on the sums not paid when due at an annual rate equal to the lesser of (A) the maximum lawful rate compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (yB) 18% per annum and (ii) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not any suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Notes to be redeemed in any redemption in which not all of the Convertible Note Notes are to be redeemed so that the ratio of the Convertible Note Notes of each holder selected for redemption to the total Convertible Note Notes owned by that holder shall be the same as the ratio of all such Convertible Note Notes selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note Notes be required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by lawlaw applicable to any holder of Convertible Notes, the remaining applicable Convertible Note Notes shall be redeemed on a pro rata basis, with the applicable disqualified notes (the "Disqualified Notes") being thereafter redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by any Purchaser (including delivery via telecopy) to the Company prior to the (xi) Maturity Date or (yii) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as redemption specified in Section 3.5(a3.4(a) above), shall be honored by the Company and the conversion of the Convertible Note Notes shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as redemption specified in Section 3.5(a3.4(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaserthe Purchasers, Purchaser the Purchasers may deliver a Notice of Conversion to the Company. Such , provided that such notice will be (xi) of no force or effect if the Company timely pays the redemption proceeds to Purchaser the Purchasers when due or (yii) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser the Purchasers when due.
Appears in 1 contract
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Notes pursuant to Sections 3.2 or 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser the Purchasers shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteNotes) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(iiI) A redemption pursuant to Section 3.4(a3.2, on the tenth (10th) Trading Day after the Call Date;
(II) A redemption pursuant to Section 3.3(a), the date of consummation of the applicable Sale Event;Change of Control, merger, asset sale, or the Registration Default; and
(iiiIII) A redemption pursuant to Section 3.4(b3.3(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Notes as specified in Section 3.5(a3.4(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to each Purchaser of the Convertible Note Notes subject to redemption. Should any Purchaser not receive payment of any amounts due on redemption of its Convertible Note Notes by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (I) the maximum lawful rate and (II) the -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 12 (American International Petroleum Corporation) 85478.4 then applicable interest rate on the Convertible Notes being redeemed plus four percent (4%) compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Notes to be redeemed in any redemption in which not all of the Convertible Note Notes are to be redeemed so that the ratio of the Convertible Note Notes of each holder selected for redemption to the total Convertible Note Notes owned by that holder shall be the same as the ratio of all such Convertible Note Notes selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note Notes required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Notes shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by any Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as redemption specified in Section 3.5(a3.4(a) above), shall be honored by the Company and the conversion of the Convertible Note Notes shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as redemption specified in Section 3.5(a3.4(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaserthe Purchasers, Purchaser the Purchasers may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser the Purchasers when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser the Purchasers when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (American International Petroleum Corp /Nv/)
Prepayment Procedures. (aA) Any permitted prepayment or redemption of the Convertible Note Notes pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser the Noteholder or any Holder shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteNotes) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale Event;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(bB) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Notes as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds or certified check the repayment/redemption price to Purchaser the Noteholder or any Holder of the Convertible Note Notes subject to prepayment or redemption. Should Purchaser the Noteholder or any Holder not receive payment of any amounts due on prepayment or redemption of its Convertible Note Notes by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder Noteholder or any Holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (i) the maximum lawful rate and (ii) 2% per annum, compounded at the end of each thirty (30) days, until the applicable holder Noteholder or any Holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note to be redeemed in any redemption in which not all of the Convertible Note are to be redeemed so that the ratio of the Convertible Note of each holder selected for redemption to the total Convertible Note owned by that holder shall be the same as the ratio of all such Convertible Note selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(dC) Any Notice of Conversion delivered by Purchaser the Noteholder or any Holder (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Notes shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaserthe Noteholder or any Holder, Purchaser the Noteholder or any Holder may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Note Reformation Agreement (Comprehensive Medical Diagnostics Group Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Debentures and Warrants, as applicable pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteDebentures) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the later to occur of (x) one (1) Business Day following the Company's receipt of notice to redeem from the Majority Holders or (y) the date of consummation occurrence or consummation, as the case may be, of the applicable Sale Event;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following Event or in the case of a Registration Default the date of consummation of the applicable Financing (meaning closing and funding)on which such 20-day period expires; and
(iviii) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Noteon which such 40-day period expires.
(b) On or before the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Debentures and Warrants as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note Debentures and Warrants subject to repayment/redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note Debentures and Warrants by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (i) 18% or (ii) the maximum lawful rate rate, compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Debentures and Warrants to be redeemed in any redemption in which not all of the Convertible Note Debentures and Warrants are to be redeemed so that the ratio of the Convertible Note Debentures and Warrants of each holder selected for redemption to the total Convertible Note Debentures and Warrants owned by that holder shall be the same as the ratio of all such Convertible Note Debentures and Warrants selected for redemption bears to the total of all then outstanding Convertible NotesDebentures and Warrants. Should any Convertible Note Debentures and Warrants required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Debentures and Warrants shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Debentures shall be deemed effected on the Conversion Date, subject to the Company's rights pursuant to Sections 5.1 and 5.2 of the Convertible Debentures. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice Notice of Conversion will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Boston Biomedica Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Notes pursuant to Sections 3.3 3.4 or 3.4 3.5 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price Price, and the time at which Purchaser the Purchasers shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteNotes) as follows:
(iI) A prepayment pursuant to Section 3.3Sections 3.4, the "prepayment date" specified therein;
(iiII) A redemption pursuant to Section 3.4(a3.5(a), the date of consummation of the applicable Sale EventChange of Control, merger, asset sale, or delivery of the notice specified following the Registration Default;
(iiiIII) A redemption pursuant to Section 3.4(b3.5(a), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding)Discounted Equity Offering or other Financing; and
(ivIV) A redemption pursuant to Section 3.4(c3.5(c), the date specified in each Convertible Noteof the receipt by the Company of the proceeds of the sales of Products.
(b) On Within one (1) Business Day after (x) the Maturity Date and on (if applicable) or (y) the effective date of a repayment or redemption of the Convertible Note as specified in Section 3.5(a) aboveNotes, the Company shall deliver by wire transfer of funds deposit the applicable repayment/redemption price with the Transfer Agent for immediate delivery to each Purchaser of the Convertible Note Notes subject to redemptionredemption as contemplated by the Transfer Agent Agreement. Notwithstanding those procedures set forth in the Transfer Agent Agreement, the Purchaser may authorize the Company to pay all amounts due under the Convertible Notes directly to the Purchasers, followed by notice of the amount so paid to the Transfer Agent. Should any Purchaser not receive payment of any amounts due on redemption of its Convertible Note Notes by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (I) the maximum lawful rate of interest that may be paid thereon and (II) the then applicable interest rate on the Convertible Notes being redeemed plus four percent (4%) compounded at the end of each thirty (30) days, until the applicable holder is paid in full full, and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted. All payments shall first be applied to accrued and unpaid interest.
(c) The Company shall select the Convertible Note Notes to be redeemed in any redemption in which not all of the Convertible Note Notes are to be redeemed so that the ratio of the Convertible Note Notes of each holder selected for redemption to the total Convertible Note Notes owned by that holder shall be the same as the ratio of all such Convertible Note Notes selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note Notes be required to be redeemed under the terms hereof not be redeemed solely by reason of limitations -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 16 (Take-Two Interactive Software, Inc." imposed by law, the applicable Convertible Note Notes shall be redeemed on the earliest possible dates thereafter that the applicable Convertible Notes may be redeemed to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by any Purchaser (including delivery via telecopy) to the Company and the Transfer Agent after the date the Convertible Notes become convertible by their terms and prior to the (x) Maturity Date (if applicable) or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as redemption specified in Section 3.5(a3.6(a) above), shall be honored by the Company and the conversion of the Convertible Note Notes shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as redemption specified in Section 3.5(a3.6(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaserthe Purchasers, Purchaser if the Convertible Notes are convertible by their terms, the Purchasers may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser the Purchasers when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser the Purchasers when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Take Two Interactive Software Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Debentures and Warrants, as applicable pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteDebentures) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale EventEvent or the Registration Default;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible NoteDebenture.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Debentures and Warrants as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note Debentures and Warrants subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note Debentures and Warrants by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Debentures and Warrants to be redeemed in any redemption in which not all of the Convertible Note Debentures and Warrants are to be redeemed so that the ratio of the Convertible Note Debentures and Warrants of each holder selected for redemption to the total Convertible Note Debentures and Warrants owned by that holder shall be the same as the ratio of all such Convertible Note Debentures and Warrants selected for redemption bears to the total of all then outstanding Convertible NotesDebentures and Warrants. Should any Convertible Note Debentures and Warrants required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Debentures and Warrants shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Debentures shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Emissions Testing Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Promissory Note as applicable pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Prepayment Price, the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible Promissory Note) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale Event;; and
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment prepayment or redemption of the Convertible Promissory Note as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repaymentprepayment/redemption price to Purchaser of the Convertible Promissory Note subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Promissory Note by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days14%, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note to be redeemed in any redemption in which not all of the Convertible Note are to be redeemed so that the ratio of the Convertible Note of each holder selected for redemption to the total Convertible Note owned by that holder shall be the same as the ratio of all such Convertible Note selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Metropolitan Health Networks Inc)
Prepayment Procedures. (a) 3.5.1. Any permitted prepayment or redemption of the Convertible Note Debentures and Warrants, as applicable pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteDebentures) as follows:
(i) 3.5.1.1. A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) 3.5.1.2. A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale EventEvent or the Registration Default;
(iii) 3.5.1.3. A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) 3.5.1.4. A redemption pursuant to Section 3.4(c), the date specified in each Convertible NoteDebenture.
(b) 3.5.2. On the Maturity Date and on the effective date of a repayment prepayment or redemption of the Convertible Note Debentures and Warrants as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repaymentprepayment/redemption price to Purchaser of the Convertible Note Debentures and Warrants subject to prepayment or redemption. Should Purchaser not receive payment of any amounts due on prepayment or redemption of its Convertible Note Debentures and Warrants by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the greater of (I) the maximum lawful rate and (II) 18% per annum, compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) 3.5.3. The Company shall select the Convertible Note Debentures and Warrants to be redeemed in any redemption in which not all of the Convertible Note Debentures and Warrants are to be redeemed so that the ratio of the Convertible Note Debentures and Warrants of each holder selected for redemption to the total Convertible Note Debentures and Warrants owned by that holder shall be the same as the ratio of all such Convertible Note Debentures and Warrants selected for redemption bears to the total of all then outstanding Convertible NotesDebentures and Warrants. Should any Convertible Note Debentures and Warrants required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Debentures and Warrants shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) 3.5.4. Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Debentures shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the prepayment or redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the prepayment or redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Creative Host Services Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Debentures pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Prepayment Price, the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteDebentures) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale Event;; and
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment prepayment or redemption of the Convertible Note Debentures as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repaymentprepayment/redemption price to Purchaser of the Convertible Note Debentures subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note Debentures by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days14%, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Debentures to be redeemed in any redemption in which not all of the Convertible Note Debentures are to be redeemed so that the ratio of the Convertible Note Debentures of each holder selected for redemption to the total Convertible Note Debentures owned by that holder shall be the same as the ratio of all such Convertible Note Debentures selected for redemption bears to the total of all then outstanding Convertible NotesDebentures. Should any Convertible Note Debentures required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Debentures shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment prepayment pursuant to Section 3.3 or a mandatory prepayment repayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Debentures shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment repayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice However, such Notice of Conversion will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Metropolitan Health Networks Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption pursuant to Section 3.4 or 3.5 above of the Convertible Note pursuant to Sections 3.3 or 3.4 above Instruments shall be deemed to be effective and consummated (for purposes of determining the Par Value Redemption Price or Formula Price Price, as applicable, and the time at which Purchaser the Purchasers shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteInstruments) as follows:
(iI) A prepayment redemption pursuant to Section 3.33.4(a), the "prepayment date" specified therein;
(iiII) A redemption pursuant to Section 3.4(a3.5(a), the date of consummation of the applicable Sale Eventmerger or asset sale;
(iiiIII) A redemption pursuant to Section 3.4(b3.5(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); andEquity Financing;
(ivIV) A redemption pursuant to Section 3.4(c3.5(c), the "redemption date" specified therein;
(V) A redemption pursuant to Section 3.5(d), the date of the announcement of the redemption specified in each Convertible Note.therein;
(VI) A redemption pursuant to Section 3.5(e), five (5) Business Days following the receipt by the Company of all of the Net Cash Proceeds specified therein; and
(VII) A redemption pursuant to Section 3.5(f), five (5) Business Days following receipt of the insurance proceeds specified therein. BRIDGE SECURITIES PURCHASE AGREEMENT - Page 15 (Visual Edge Systems Inc.)
(b) On Within one (1) Business Day after (x) the Maturity Date and on or (y) the effective date of a repayment or redemption of the Convertible Note Instruments as specified in Section 3.5(a3.7(a) above, the Company shall deliver by wire transfer of funds deposit the repayment/applicable redemption price with the Transfer Agent for immediate delivery to each Purchaser of the Convertible Note Instruments subject to redemptionredemption as contemplated by the Transfer Agent Agreement. Should any Purchaser not receive payment of any amounts due on redemption of its Convertible Note Instruments by reason of the Company's failure to make payment at the times prescribed above for any reasonreason (other than as a result of an action taken by Purchaser in breach of this Agreement), the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (I) the maximum lawful rate and (II) the then applicable interest or dividend rate on the Convertible Instruments being redeemed plus four percent (4%) compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall redeem all of the Preferred Shares issued and outstanding prior to redemption of any of the Convertible Notes. In addition, the Company shall select the Convertible Note Instruments to be redeemed in any redemption in which not all of the Convertible Note Instruments are to be redeemed so that the ratio of the Convertible Note Instruments of each holder selected for redemption to the total Convertible Note Instruments owned by that holder shall be the same as the ratio of all such Convertible Note Instruments selected for redemption bears to the total of all then outstanding Convertible NotesInstruments. Should any Convertible Note Instruments be required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Instruments shall be redeemed on the earliest possible dates thereafter that the applicable Convertible Instruments may be redeemed to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser the Purchasers (including delivery via telecopy) to the Company and the Transfer Agent prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as redemption specified in Section 3.5(a3.6(a) above), shall be honored by the Company and the conversion of the Convertible Note Instruments shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Bridge Securities Purchase Agreement (Visual Edge Systems Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible Note) as follows:
(i) A prepayment pursuant to Section 3.3, the "“prepayment date" ” specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale Event;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note by reason of the Company's ’s failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' ’ fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note to be redeemed in any redemption in which not all of the Convertible Note are to be redeemed so that the ratio of the Convertible Note of each holder selected for redemption to the total Convertible Note owned by that holder shall be the same as the ratio of all such Convertible Note selected for redemption bears to the total of all then outstanding Convertible NotesNote . Should any Convertible Note required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Royal Spring Water Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible Note) or Pre-Payment Price as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment datePrepayment Date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale Event;Event or the Registration Default; and
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to each Purchaser of the Convertible Note subject to redemption. Should any Purchaser not receive payment of any amounts due on redemption of its Convertible Note by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (I) the maximum lawful rate and (II) 18% per annum, compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note to be redeemed in any redemption in which not all of the Convertible Note are to be redeemed so that the ratio of the Convertible Note of each holder selected for redemption to the total Convertible Note owned by that holder shall be the same as the ratio of all such Convertible Note selected for redemption bears to the total of all then outstanding Convertible NotesNote. Should any Convertible Note required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note , as applicable pursuant to Sections 3.2 or 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteNote ) as follows:
(i) A prepayment pursuant to Section 3.33.2, the "“prepayment date" ” specified therein;
(ii) A redemption pursuant to Section 3.4(a3.3(a), the date of consummation of the applicable Sale Event;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note as specified in Section 3.5(a3.4(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note by reason of the Company's ’s failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' ’ fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note to be redeemed in any redemption in which not all of the Convertible Note are to be redeemed so that the ratio of the Convertible Note of each holder selected for redemption to the total Convertible Note owned by that holder shall be the same as the ratio of all such Convertible Note selected for redemption bears to the total of all then outstanding Convertible NotesNote. Should any Convertible Note required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 3.2 or a mandatory prepayment pursuant to Section 3.4 3.3 as specified in Section 3.5(a3.4(a) above), shall be honored by the Company and the conversion of the Convertible Note shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 3.2 or a mandatory prepayment pursuant to Section 3.4 3.3 as specified in Section 3.5(a3.4(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Liberty Star Uranium & Metals Corp.)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Notes pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteNotes) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale Event;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible NoteDebenture.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Notes as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note Notes subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note Notes by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Notes to be redeemed in any redemption in which not all of the Convertible Note Notes are to be redeemed so that the ratio of the Convertible Note Notes of each holder selected for redemption to the total Convertible Note Notes owned by that holder shall be the same as the ratio of all such Convertible Note Notes selected for redemption bears to the total of all then outstanding Convertible NotesNotes . Should any Convertible Note Notes required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Notes shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Notes shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Galaxy Minerals Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Notes pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser the Purchasers shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteNotes) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;:
(ii) A redemption pursuant to Section 3.4(a), the date of consummation of the applicable Sale Event;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.:
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Notes as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to each Purchaser of the Convertible Note Notes subject to redemption. Should any Purchaser not receive payment of any amounts due on redemption of its Convertible Note Notes by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (i) the maximum lawful rate and (ii) 2% per annum, compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Notes to be redeemed in any redemption in which not all of the Convertible Note Notes are to be redeemed so that the ratio of the Convertible Note Notes of each holder selected for redemption to the total Convertible Note Notes owned by that holder shall be the same as the ratio of all such Convertible Note Notes selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.any
Appears in 1 contract
Samples: Securities Purchase Agreement (Advanced Optics Electronics Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Debentures and Warrants, as applicable pursuant to Sections 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteDebentures) as follows:
(i) A prepayment pursuant to Section 3.3, the "prepayment date" specified therein;
(ii) A redemption pursuant to Section 3.4(a), the later to occur of (x) one (1) Business Day following the Company's receipt of notice to redeem from the Majority Holders or (y) the date of consummation occurrence or consummation, as the case may be, of the applicable Sale EventEvent or in the case of a Registration Default the date on which such 20-day period expires;
(iii) A redemption pursuant to Section 3.4(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Noteon which such 40-day period expires.
(b) On or before the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Debentures and Warrants as specified in Section 3.5(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note Debentures and Warrants subject to repayment/redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note Debentures and Warrants by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (i) 18% or (ii) the maximum lawful rate rate, compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Debentures and Warrants to be redeemed in any redemption in which not all of the Convertible Note Debentures and Warrants are to be redeemed so that the ratio of the Convertible Note Debentures and Warrants of each holder selected for redemption to the total Convertible Note Debentures and Warrants owned by that holder shall be the same as the ratio of all such Convertible Note Debentures and Warrants selected for redemption bears to the total of all then outstanding Convertible NotesDebentures and Warrants. Should any Convertible Note Debentures and Warrants required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Debentures and Warrants shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Debentures shall be deemed effected on the Conversion Date, subject to the Company's rights pursuant to Sections 5.1 and 5.2 of the Convertible Debentures. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice Notice of Conversion will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Boston Biomedica Inc)
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Bridge Notes, as applicable pursuant to Sections 3.2 or 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Formula Price and the time at which Purchaser shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteBridge Notes) as follows:
(i) A prepayment pursuant to Section 3.33.2, the "“prepayment date" ” specified therein;
(ii) A redemption pursuant to Section 3.4(a3.3(a), the date of consummation of the applicable Sale Event;; and
(iii) A redemption pursuant to Section 3.4(b3.3(b), three (3) Business Days following the date of consummation of the applicable Financing (meaning closing and funding); and
(iv) A redemption pursuant to Section 3.4(c), the date specified in each Convertible Note.
(b) On the Maturity Date and on the effective date of a repayment or redemption of the Convertible Note Bridge Notes as specified in Section 3.5(a3.4(a) above, the Company shall deliver by wire transfer of funds the repayment/redemption price to Purchaser of the Convertible Note Bridge Notes subject to redemption. Should Purchaser not receive payment of any amounts due on redemption of its Convertible Note Bridge Notes by reason of the Company's ’s failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the maximum lawful rate compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' ’ fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Bridge Notes to be redeemed in any redemption in which not all of the Convertible Note Bridge Notes are to be redeemed so that the ratio of the Convertible Note Bridge Notes of each holder selected for redemption to the total Convertible Note Bridge Notes owned by that holder shall be the same as the ratio of all such Convertible Note Bridge Notes selected for redemption bears to the total of all then outstanding Convertible Bridge Notes. Should any Convertible Note Bridge Notes required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Bridge Notes shall be redeemed on the earliest possible dates thereafter to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by Purchaser (including delivery via telecopy) to the Company prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above), shall be honored by the Company and the conversion of the Convertible Note Bridge Notes shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Prepayment Procedures. (a) Any permitted prepayment or redemption of the Convertible Note Notes pursuant to Sections 3.2 or 3.3 or 3.4 above shall be deemed to be effective and consummated (for purposes of determining the Early Repayment Price, Par Value Redemption Price or Formula Price Price, as applicable, and the time at which Purchaser the Purchasers shall thereafter not be entitled to deliver a Notice of Conversion for the Convertible NoteNotes) as follows:
(iI) A prepayment redemption pursuant to Section 3.3Sections 3.2(b) and (c), the "prepayment date" specified therein;
(iiII) A redemption pursuant to Section 3.4(a3.2(d), the Call Date;
(III) A redemption pursuant to Section 3.3(a), the date of consummation of the applicable Sale EventChange of Control, merger or asset sale;
(iiiIV) A redemption pursuant to Section 3.4(b3.3(b), three (3) Business Days following the date of consummation of the applicable Debt Financing (meaning closing and funding); and;
(ivV) A redemption pursuant to Section 3.4(c3.3(c), five (5) Business Days following the receipt by the Company of the Net Cash Proceeds specified therein;
(VI) A redemption pursuant to Section 3.3(d), the date "redemption date" specified in each Convertible Notetherein.
(b) On Within one (1) Business Day after (x) the Maturity Date and on or (y) the effective date of a repayment or redemption of the Convertible Note Notes as specified in Section 3.5(a3.4(a) above, the Company shall deliver by wire transfer of funds deposit the applicable repayment/redemption price with the Transfer Agent for immediate delivery to each Purchaser of the Convertible Note Notes subject to redemptionredemption as contemplated by the Transfer Agent Agreement. Should any Purchaser not receive payment of any amounts due on redemption of its Convertible Note Notes by reason of the Company's failure to make payment at the times prescribed above for any reason, the Company shall pay to the applicable holder on demand (x) interest on the sums not paid when due at an annual rate equal to the lesser of (I) the maximum lawful rate and (II) the then applicable interest rate on the Convertible Notes being redeemed plus three percent (3%) compounded at the end of each thirty (30) days, until the applicable holder is paid in full and (y) all costs of collection, including, but not limited to, reasonable attorneys' fees and costs, whether or not suit or other formal proceedings are instituted.
(c) The Company shall select the Convertible Note Notes to be redeemed in any redemption in which not all of the Convertible Note Notes are to be redeemed so that the ratio of the Convertible Note Notes of each holder selected for redemption to the total Convertible Note Notes owned by that holder shall be the same as the ratio of all such Convertible Note Notes selected for redemption bears to the total of all then outstanding Convertible Notes. Should any Convertible Note Notes be required to be redeemed under the terms hereof not be redeemed solely by reason of limitations imposed by law, the applicable Convertible Note Notes shall be redeemed on the earliest possible dates thereafter that the applicable Convertible Notes may be redeemed to the maximum extent permitted by law.
(d) Any Notice of Conversion delivered by any Purchaser (including delivery via telecopy) to the Company and the Transfer Agent prior to the (x) Maturity Date or (y) effective date of a voluntary repayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as redemption specified in Section 3.5(a3.4(a) above), shall be honored by the Company and the conversion of the Convertible Note Notes shall be deemed effected on the Conversion Date. In addition, between the effective date of a voluntary prepayment pursuant to Section 3.3 or a mandatory prepayment pursuant to Section 3.4 as specified in Section 3.5(a) above and the date the Company is required to deliver the redemption proceeds in full to Purchaser, Purchaser may deliver a Notice of Conversion to the Company. Such notice will be (x) of no force or effect if the Company timely pays the redemption proceeds to Purchaser when due or (y) honored on or as of the date of the Notice of Conversion if the Company fails to timely pay the redemption proceeds to Purchaser when due.
Appears in 1 contract
Samples: Securities Purchase Agreement (Autobond Acceptance Corp)
