Priority of Senior Indebtedness. (a) Upon the acceleration of the maturity of any Senior Indebtedness, all amounts due or to become due in connection therewith shall first be paid in full in cash before any payment is made by the Company (or any assets are applied voluntarily or involuntarily, other than through conversion under Section 6 hereof) on account of principal of, premium, if any, or interest on, or otherwise in connection with the Notes (except pursuant to Section 18(b) hereof); provided that this sentence shall no longer be applicable if such -------- acceleration is rescinded or annulled or such Senior Indebtedness is no longer outstanding. (b) No payment on account of principal of, premium, if any, or interest on, or otherwise in connection with the Notes (except pursuant to Section 18(b) hereof), shall be made, and no assets shall be applied to the purchase or other acquisition or retirement of the Notes (other than pursuant to Section 6 hereof), for so long as there exists an event of default involving failure to pay when due any Senior Indebtedness or for a period (the "Payment ------- Blockage Period") of up to one hundred eighty (180) days after both of the --------------- following have occurred: (A) there exists and is continuing an event of default on any Senior Indebtedness and (B) written notice of such event of default shall have been given (by the Company or by holders of such Senior Indebtedness) to the holders of Notes, stating that this Section 10.2(b) is therefore applicable; provided that any Payment Blockage Period arising as a result of this Section -------- 10.2 shall terminate immediately upon the waiver or cure of such event of default or if such Senior Indebtedness is no longer outstanding; provided, -------- further, that in any three hundred sixty (360) consecutive day period the ------- aggregate number of days in all Payment Blockage Periods shall not exceed one hundred eighty (180) days; provided, further, that no event of default on Senior -------- ------- Indebtedness resulting in a Payment Blockage Period may constitute the basis for a subsequent Payment Blockage Period unless the event of default has been cured or waived for a period of at least ninety (90) days. As used in this paragraph, an "event of default" is an event of default (x) as defined in any Senior Indebtedness or in the instrument under which the same is outstanding and (y) which would permit the acceleration of such Senior Indebtedness prior to its maturity. Any notice to be given to holders of Notes under this Section 10.2(b) shall be deemed properly given if given using the addresses for holders of Notes provided pursuant to Section 20 hereof. (c) In the event that any money, property or securities is received by the holder of a Note in violation of this Section 10.2 or Section 10.3 hereof, the holder thereof shall hold the same in trust for the benefit of the holders of Senior Indebtedness, and shall deliver the same in kind to the Company.
Appears in 1 contract
Samples: Purchase Agreement (Westower Corp)
Priority of Senior Indebtedness. (a) Upon the acceleration No payment of the maturity of any Senior Indebtedness, all amounts due or to become due in connection therewith shall first be paid in full in cash before any payment is made by the Company (or any assets are applied voluntarily or involuntarily, other than through conversion under Section 6 hereof) on account of principal of, premium, if any, Principal Amount or interest on, or otherwise in connection with on the Notes (except pursuant to Section 18(b) hereof); provided that this sentence shall no longer be applicable if such -------- acceleration is rescinded or annulled or such Senior Indebtedness is no longer outstanding.
(b) No payment on account of principal of, premium, if any, or interest on, or otherwise in connection with the Notes (except pursuant to Section 18(b) hereof), Note shall be made, and no nor shall any assets shall be applied to the purchase or other acquisition or retirement of the Notes Note, if, at the time of such payment or application or immediately after giving effect thereto (other than pursuant to Section 6 hereof)i) there shall exist a default in the payment of any amount due on any Senior Indebtedness (a “Senior Payment Default”) , for so long as or (ii) if there exists shall have occurred an event of default involving failure other than a Senior Payment Default with respect to pay when due any Senior Indebtedness or for (an “Other Senior Default,” and, together with a period (the "Senior Payment ------- Blockage Period"Default, a “Senior Event of Default”) of up to one hundred eighty (180) days after both of the --------------- following have occurred: (A) there exists and is continuing an event of default on any Senior Indebtedness and (B) written notice of such event of default shall have been given (by the Company or by holders of such Senior Indebtedness) to the holders of Notes, stating that this Section 10.2(b) is therefore applicable; provided that any Payment Blockage Period arising as a result of this Section -------- 10.2 shall terminate immediately upon the waiver or cure of such event of default or if such Senior Indebtedness is no longer outstanding; provided, -------- further, that in any three hundred sixty (360) consecutive day period the ------- aggregate number of days in all Payment Blockage Periods shall not exceed one hundred eighty (180) days; provided, further, that no event of default on Senior -------- ------- Indebtedness resulting in a Payment Blockage Period may constitute the basis for a subsequent Payment Blockage Period unless the event of default has been cured or waived for a period of at least ninety (90) days. As used in this paragraph, an "event of default" is an event of default (x) as defined in any Senior Indebtedness or in the instrument under which the same is outstanding has been issued, permitting the holders thereof, after notice or lapse of time, or both, to accelerate the maturity thereof. Promptly (and in any event within ten (y10) which would permit Business Days) after knowledge of both the acceleration occurrence and cure of such a Senior Indebtedness prior Event of Default , the Company shall furnish written notice thereof to its maturity. Any notice to be given to holders the Holder of Notes under this Section 10.2(b) shall be deemed properly given if given using the addresses for holders of Notes provided Note, in the manner and at the address specified pursuant to Section 20 10 hereof.
(b) Except upon the occurrence and during the continuance of a Senior Event of Default, the Company shall pay to the Holder all payments of the Principal Amount and interest when due under this Note without regard to the subordination provision of this Section 6. With respect to any payments of the Principal Amount or interest that the Company is prohibited from making to the Holder of this Note as a result of the operation of this Section 6, the Company shall promptly (and in any event within ten (10) Business Days) make such payments to the extent Article 6 no longer prohibits any such payment.
(c) In Upon the event that any money, property or securities is received by occurrence and during the holder continuance of a Senior Event of Default and notwithstanding any other provision contained herein or in the Note in violation of this Section 10.2 or Section 10.3 hereofto the contrary, the holder thereof shall hold the same in trust Holder hereby agrees, for the benefit of the holders of Senior Indebtedness, and not to ask for, demand, xxx for, take or receive any amount owing under the Note or exercise any remedy (whether pursuant hereto, including, without limitation, acceleration of the Note, at law, in equity or otherwise) with respect thereto until the earliest of (i) the date on which all Senior Indebtedness is accelerated, (ii) if applicable, the date on which the Senior Indebtedness to which such Senior Event of Default related is discharged in accordance with its terms or such Senior Event of Default is waived by the holders of such Senior Indebtedness or cured or (iii) any voluntary or involuntary petition in bankruptcy filed by or against the Company. Within ten (10) Business Days after knowledge of any Event of Default under the Note, the Company shall deliver the same in kind furnish a copy thereof to the Companyholders of Senior Indebtedness in the manner and at the addresses specified in the documents and/or agreements evidencing the applicable Senior Indebtedness.
Appears in 1 contract
Samples: Merger Agreement (Clarus Corp)
Priority of Senior Indebtedness. (a) Upon the acceleration of the maturity of any Senior Indebtedness, all amounts due or to become due in connection therewith shall first be paid in full in cash before any payment is made by the Company (or any assets are applied voluntarily or involuntarily, other than through conversion under Section 6 hereof) on account of principal of, premium, if any, or interest on, or otherwise in connection with the Notes (except pursuant to Section 18(b) hereof); provided that this sentence shall no longer be applicable if such -------- acceleration is rescinded or annulled or such Senior Indebtedness is no longer outstanding.
(bi) No payment on account of principal of, premium, if any, the Principal Sum or interest on, or otherwise in connection with on the Notes (except pursuant to Section 18(b) hereof), shall be made, and no nor shall any assets shall be applied to the purchase or other acquisition or retirement of the Notes (other than pursuant to Section 6 hereof)Notes, for so long as if, at the time of such payment or application or immediately after giving effect thereto, there exists an event shall exist a default in the payment of default involving failure to pay when any amount due any Senior Indebtedness or for a period (the "Payment ------- Blockage Period") of up to one hundred eighty (180) days after both of the --------------- following have occurred: (A) there exists and is continuing an event of default on any Senior Indebtedness and Indebtedness. Within ten (B10) business days after becoming aware of any such default referred to in this paragraph 6(c), the Company shall provide written notice thereof to each holder of such event of default the Notes.
(ii) If there shall have been given (by the Company or by holders of such Senior Indebtedness) to the holders of Notes, stating that this Section 10.2(b) is therefore applicable; provided that any Payment Blockage Period arising as a result of this Section -------- 10.2 shall terminate immediately upon the waiver or cure of such event of default or if such Senior Indebtedness is no longer outstanding; provided, -------- further, that in any three hundred sixty (360) consecutive day period the ------- aggregate number of days in all Payment Blockage Periods shall not exceed one hundred eighty (180) days; provided, further, that no event of default on Senior -------- ------- Indebtedness resulting in a Payment Blockage Period may constitute the basis for a subsequent Payment Blockage Period unless the event of default has been cured or waived for a period of at least ninety (90) days. As used in this paragraph, an "event of default" is occurred an event of default (xother than a default in the payment of any amount due) as defined in with respect to any issue of Senior Indebtedness Indebtedness, or in the instrument under which the same has been issued, permitting the holders thereof, whether or not after notice or lapse of time, or both, to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, no payment on account of principal or interest on the Notes shall be made, nor shall any assets be applied to the redemption or other acquisition or retirement of the Notes until the earliest to occur of (A) the date on which the Senior Indebtedness to which such event of default relates is outstanding and discharged in accordance with its terms, or (yB) which would permit the acceleration date such event of default is waived by the holders of such Senior Indebtedness prior or otherwise cured. Within ten (10) business days after becoming aware of any event of default referred to its maturity. Any in this paragraph 6(c)(ii), the Company shall provide written notice thereof to be given to holders each holder of Notes under this Section 10.2(b) shall be deemed properly given if given using the addresses for holders of Notes provided pursuant to Section 20 hereofNotes.
(ciii) In Upon (A) the occurrence and during the continuance of any Event of Default under this Note, or (B) the occurrence of an event that described in paragraphs (6(c)(i) or (ii) which gives rise to the non-payment of principal or interest due on the Notes, and notwithstanding any moneyother provision contained herein or in the Notes to the contrary, property or securities is received by the holder of a Note in violation of this Section 10.2 or Section 10.3 hereofeach Holder hereby agrees, the holder thereof shall hold the same in trust for the benefit of the holders of Senior Indebtedness, not to ask for, demand, xxx for, take or receive, including by way of set off, any amount owing under the Notes or exercise any remedy (whether pursuant hereto, including, without limitation, acceleration of the Notes, at law, in equity or otherwise) with respect thereto (1) in the case of clause (A), until the earliest of (x) 60 days after the occurrence of such Event of Default or (y) any voluntary or involuntary petition in bankruptcy filed by or against the Company that has not been dismissed and (2) if clause (B) is applicable (even if and whether or not clause (A) is applicable), until the earliest to occur of (x) the date on which the Senior Indebtedness to which such event of default related is discharged in accordance with its terms or (y) such event of default is waived by the holders of such Senior Indebtedness or otherwise cured. Within ten (10) business days after becoming aware of any Event of Default under this Note, the Company shall deliver the same in kind provide written notice thereof to the Companyholders of Senior Indebtedness in the manner and at the addresses specified in the documents and/or agreements evidencing the applicable Senior Indebtedness.
Appears in 1 contract
Priority of Senior Indebtedness. (a) Upon the acceleration of the maturity of any Senior Indebtedness, all amounts due or to become due in connection therewith shall first be paid in full in cash before any payment is made by the Company (or any assets are applied voluntarily or involuntarily, other than through conversion under Section 6 hereof) on account of principal of, premium, if any, or interest on, or otherwise in connection with the Notes (except pursuant to Section 18(b) hereof); provided that this sentence shall no longer be applicable if such -------- acceleration is rescinded or annulled or such Senior Indebtedness is no longer outstanding.
(b) No payment on account of principal of, premium, if any, or interest on, or otherwise in connection with the Notes (except pursuant to Section 18(b) hereof), shall be made, and no assets shall be applied to the purchase or other acquisition or retirement of the Notes (other than pursuant to Section 6 hereof), for so long as there exists an event of default involving failure to pay when due any Senior Indebtedness or for a period (the "Payment ------- Blockage Period") of up to one hundred eighty (180) days after both of the --------------- following have occurred: (A) there exists and is continuing an event of default on any Senior Indebtedness and (B) written notice of such event of default shall have been given (by the Company or by holders of such Senior Indebtedness) to the holders of Notes, stating that this Section 10.2(b) is therefore applicable; provided that any Payment Blockage Period arising as a result of this Section -------- 10.2 shall terminate immediately upon the waiver or cure of such event of default or if such Senior Indebtedness is no longer outstanding; provided, -------- further, that in any three hundred sixty (360) consecutive day period the ------- aggregate number of days in all Payment Blockage Periods shall not exceed one hundred eighty (180) days; provided, further, that no event of default on Senior -------- ------- Indebtedness resulting in a Payment Blockage Period may constitute the basis for a subsequent Payment Blockage Period unless the event of default has been cured or waived for a period of at least ninety (90) days. As used in this paragraph, an "event of default" is an event of default (x) as defined in any Senior Indebtedness or in the instrument under which the same is outstanding and (y) which would permit the acceleration of such Senior Indebtedness prior to its maturity. Any notice to be given to holders of Notes under this Section 10.2(b) shall be deemed properly given if given using the addresses for holders of Notes provided pursuant to Section 20 hereof.
(c) In the event that any money, property or securities is received by the holder of a Note in violation of this Section 10.2 or Section 10.3 hereof, the holder thereof shall hold the same in trust for the benefit of the holders of Senior Indebtedness, and shall deliver the same in kind to the Company.and
Appears in 1 contract
Priority of Senior Indebtedness. (a) Upon the acceleration of the maturity of any Senior IndebtednessIndebtedness by lapse of time, acceleration, required prepayment or otherwise, all amounts due or to become due in connection therewith Senior Indebtedness shall first be paid in full in cash before any payment is made by the Company of any kind or character, whether in cash, properties, securities or otherwise, (or any assets are applied voluntarily or involuntarily, other than through conversion under Section 6 hereof) on account of principal of, premium, if any, or interest on, or otherwise in connection with the Notes (except pursuant to Section 18(b) hereof); provided that this sentence shall no longer be applicable if such -------- acceleration is rescinded or annulled or such Senior Indebtedness is no longer outstandingSubordinated Indebtedness.
(b) No payment on account of principal of, premium, if any, or interest on, or otherwise in connection with the Notes (except pursuant to Section 18(b) hereof)Subordinated Indebtedness, shall be made, and no assets shall be applied to the purchase or other acquisition or retirement of the Notes (other than pursuant to Section 6 hereof)Subordinated Indebtedness, for so long as there exists a default or an event of default involving failure to pay when due any Senior Indebtedness or for a period (the "Payment ------- Blockage Period") of up to one hundred eighty (180) days after both of the --------------- following have occurred: (A) there exists and is continuing an event of default on any Senior Indebtedness and (B) written notice of such event of default shall have been given (by the Company or by holders of such Senior Indebtedness) to the holders of Notes, stating that this Section 10.2(b9.2(b) is therefore applicable; provided that any Payment Blockage Period arising as a result of this Section -------- 10.2 9.2 shall terminate immediately upon the waiver or cure of such event of default or if such Senior Indebtedness is no longer outstanding; provided, -------- further, that in any three hundred sixty (360) consecutive day period the ------- aggregate number of days in all Payment Blockage Periods shall not exceed one hundred eighty (180) days; provided, further, that no event of default on Senior -------- ------- Indebtedness resulting in a Payment Blockage Period may constitute the basis for a subsequent Payment Blockage Period unless the event of default has been cured or waived for a period of at least ninety (90) daysdays (it being acknowledged that any subsequent action or any breach of any financial covenants, commencing after the date of commencement of such Payment Blockage Period, that in either case would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing would constitute a new event of default for this purpose). As used in this paragraph, an "event of default" is an event of default (x) as defined in any Senior Indebtedness or in the instrument under which the same is outstanding and (y) which would permit the acceleration of such Senior Indebtedness prior to its maturity. Any notice to be given to holders of Notes under this Section 10.2(b9.2(b) shall be deemed properly given if given using the addresses for holders of Notes provided pursuant to Section 20 hereof.
(c) In the event that any money, property or securities is received by the holder of a Note in violation of this Section 10.2 9.2 or Section 10.3 9.3 hereof, the holder thereof shall hold the same in trust for the benefit of the holders of Senior Indebtedness, and shall deliver the same in kind to the Company.
Appears in 1 contract
Samples: Purchase Agreement (Ubiquitel Inc)
Priority of Senior Indebtedness. (a) Upon the acceleration of the maturity of any Senior Indebtedness, all amounts due or to become due in connection therewith shall first be paid in full in cash before any payment is made by the Company (or any assets are applied voluntarily or involuntarily, other than through conversion under Section 6 hereof) on account of principal of, premium, if any, or interest on, or otherwise in connection with the Notes (except pursuant to Section 18(b) hereof); provided that this sentence shall no longer be applicable if such -------- acceleration is rescinded or annulled or such Senior Indebtedness is no longer outstanding.
(bi) No payment on account of principal of, premium, if any, the Principal Sum or interest on, or otherwise in connection with on the Notes (except pursuant to Section 18(b) hereof), shall be made, and no nor shall any assets shall be applied to the purchase or other acquisition or retirement of the Notes (other than pursuant to Section 6 hereof)Notes, for so long as if, at the time of such payment or application or immediately after giving effect thereto, there exists an event shall exist a default in the payment of default involving failure to pay when any amount due any Senior Indebtedness or for a period (the "Payment ------- Blockage Period") of up to one hundred eighty (180) days after both of the --------------- following have occurred: (A) there exists and is continuing an event of default on any Senior Indebtedness and Indebtedness. Within ten (B10) business days after becoming aware of any such default referred to in this paragraph 6(c), the Company shall provide written notice thereof to each holder of such event of default the Notes.
(ii) If there shall have been given (by the Company or by holders of such Senior Indebtedness) to the holders of Notes, stating that this Section 10.2(b) is therefore applicable; provided that any Payment Blockage Period arising as a result of this Section -------- 10.2 shall terminate immediately upon the waiver or cure of such event of default or if such Senior Indebtedness is no longer outstanding; provided, -------- further, that in any three hundred sixty (360) consecutive day period the ------- aggregate number of days in all Payment Blockage Periods shall not exceed one hundred eighty (180) days; provided, further, that no event of default on Senior -------- ------- Indebtedness resulting in a Payment Blockage Period may constitute the basis for a subsequent Payment Blockage Period unless the event of default has been cured or waived for a period of at least ninety (90) days. As used in this paragraph, an "event of default" is occurred an event of default (xother than a default in the payment of any amount due) as defined in with respect to any issue of Senior Indebtedness Indebtedness, or in the instrument under which the same has been issued, permitting the holders thereof, whether or not after notice or lapse of time, or both, to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, no payment on account of principal or interest on the Notes shall be made, nor shall any assets be applied to the redemption or other acquisition or retirement of the Notes until the earliest to occur of (A) the date on which the Senior Indebtedness to which such event of default relates is outstanding and discharged in accordance with its terms, or (yB) which would permit the acceleration date such event of default is waived by the holders of such Senior Indebtedness prior or otherwise cured. Within ten (10) business days after becoming aware of any event of default referred to its maturity. Any in this paragraph 6(c)(ii), the Company shall provide written notice thereof to be given to holders each holder of Notes under this Section 10.2(b) shall be deemed properly given if given using the addresses for holders of Notes provided pursuant to Section 20 hereofNotes.
(ciii) In Upon (A) the occurrence and during the continuance of any Event of Default under this Note, or (B) the occurrence of an event that described in paragraphs (6(c)(i) or (ii) which gives rise to the non-payment of principal or interest due on the Notes, and notwithstanding any moneyother provision contained herein or in the Notes to the contrary, property or securities is received by the holder of a Note in violation of this Section 10.2 or Section 10.3 hereofeach Holder hereby agrees, the holder thereof shall hold the same in trust for the benefit of the holders of Senior Indebtedness, not to ask for, demand, sxx for, take or receive, including by way of set off, any amount owing under the Notes or exercise any remedy (whether pursuant hereto, including, without limitation, acceleration of the Notes, at law, in equity or otherwise) with respect thereto (1) in the case of clause (A), until the earliest of (x) 60 days after the occurrence of such Event of Default or (y) any voluntary or involuntary petition in bankruptcy filed by or against the Company that has not been dismissed and (2) if clause (B) is applicable (even if and whether or not clause (A) is applicable), until the earliest to occur of (x) the date on which the Senior Indebtedness to which such event of default related is discharged in accordance with its terms or (y) such event of default is waived by the holders of such Senior Indebtedness or otherwise cured. Within ten (10) business days after becoming aware of any Event of Default under this Note, the Company shall deliver the same in kind provide written notice thereof to the Companyholders of Senior Indebtedness in the manner and at the addresses specified in the documents and/or agreements evidencing the applicable Senior Indebtedness.
Appears in 1 contract
Samples: Convertible Subordinated Note (Net Perceptions Inc)
Priority of Senior Indebtedness. (a) Upon the acceleration of the maturity of any Senior Indebtedness, all amounts due or to become due in connection therewith shall first be paid in full in cash before any payment is made by the Company (or any assets are applied voluntarily or involuntarily, other than through conversion under Section 6 hereof) on account of principal of, premium, if any, or interest on, or otherwise in connection with the Notes (except pursuant to Section 18(b) hereof); provided that this sentence shall no longer be applicable if such -------- acceleration is rescinded or annulled or such Senior Indebtedness is no longer outstanding.
(b) No payment on account of principal of, premium, if any, or interest on, or otherwise in connection with on the Notes (except pursuant to Section 18(b) hereof), shall be made, and no nor shall any assets shall be applied to the purchase or other acquisition or retirement of the Notes (other than pursuant to Section 6 hereof)Notes, for so long as if, at the time of such payment or application or immediately after giving effect thereto, there exists an event shall exist a default in the payment of default involving failure to pay when any amount due any Senior Indebtedness or for a period (the "Payment ------- Blockage Period") of up to one hundred eighty (180) days after both of the --------------- following have occurred: (A) there exists and is continuing an event of default on any Senior Indebtedness Indebtedness. Within ten (10) Business Days after knowledge of any such default referred to in this Section 5.2(a), the Company shall furnish a copy thereof to each holder of the Notes, in the manner and at the address specified pursuant to Article XVIII hereof.
(Bb) written notice of such event of default If there shall have been given (by the Company or by holders of such Senior Indebtedness) to the holders of Notes, stating that this Section 10.2(b) is therefore applicable; provided that any Payment Blockage Period arising as a result of this Section -------- 10.2 shall terminate immediately upon the waiver or cure of such event of default or if such Senior Indebtedness is no longer outstanding; provided, -------- further, that in any three hundred sixty (360) consecutive day period the ------- aggregate number of days in all Payment Blockage Periods shall not exceed one hundred eighty (180) days; provided, further, that no event of default on Senior -------- ------- Indebtedness resulting in a Payment Blockage Period may constitute the basis for a subsequent Payment Blockage Period unless the event of default has been cured or waived for a period of at least ninety (90) days. As used in this paragraph, an "event of default" is occurred an event of default (xother than a default in the payment of any amount due) with respect to any issue of Senior Indebtedness, as defined in any Senior Indebtedness herein, or in the instrument under which the same has been issued, permitting the holders thereof, after notice or lapse of time, or both, to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, no payment on account of principal or interest on the Notes shall be made, nor shall any assets be applied to the conversion, redemption or other acquisition or retirement of the Notes until the earlier to occur of (i) the date on which the Senior Indebtedness to which such event of default related is outstanding and discharged in accordance with its terms, or (yii) which would permit the acceleration date such event of default is waived by the holders of such Senior Indebtedness prior or otherwise cured. Within ten (10) Business Days after knowledge of any such default referred to its maturity. Any notice to be given to holders of Notes under in this Section 10.2(b) 5.2(b), the Company shall be deemed properly given if given using furnish a copy thereof to each holder of the addresses for holders of Notes provided Notes, in the manner and at the address specified pursuant to Section 20 Article XVIII hereof.
(c) In Upon the occurrence and during the continuance of any Event of Default under this Agreement or the Notes, or upon the occurrence of an event that described in Sections 5.2(a) or (b) which gives rise to the non-payment of principal or interest due on the Notes, and notwithstanding any moneyother provision contained herein or in the Notes to the contrary, property or securities is received by the holder of a Note in violation of this Section 10.2 or Section 10.3 hereofeach Purchaser hereby agrees, the holder thereof shall hold the same in trust for the benefit of the holders of Senior Indebtedness, and not to ask for, demand, sxx for, take or receive any amount owing under the Notes or exercise any remedy (whether pursuant hereto, including, without limitation, acceleration of the Notes, at law, in equity or otherwise) with respect thereto until the earliest of (i) the date on which all Senior Indebtedness is accelerated, (ii) if applicable, the date on which the Senior Indebtedness to which such event of default related is discharged in accordance with its terms or such event of default is waived by the holders of such Senior Indebtedness or otherwise cured or (iii) any voluntary or involuntary petition in bankruptcy filed by or against the Company. Within ten (10) Business Days after knowledge of any Event of Default under this Agreement or the Notes, the Company shall deliver the same in kind furnish a copy thereof to the Companyholders of Senior Indebtedness in the manner and at the addresses specified in the documents and/or agreements evidencing the applicable Senior Indebtedness.
Appears in 1 contract
Samples: Convertible Subordinated Note Purchase Agreement (Langer Inc)
Priority of Senior Indebtedness. (a) Upon the acceleration of the maturity of any Senior Indebtedness, all amounts due or to become due in connection therewith shall first be paid in full in cash before any payment is made by the Company (or any assets are applied voluntarily or involuntarily, other than through conversion under Section 6 hereof) on account of principal of, premium, if any, or interest on, or otherwise in connection with the Notes (except pursuant to Section 18(b) hereof); provided that this sentence shall no longer be applicable if such -------- acceleration is rescinded or annulled or such Senior Indebtedness is no longer outstanding.
(b) No payment on account of principal of, premium, if any, or interest on, or otherwise in connection with on the Notes (except pursuant to Section 18(b) hereof), shall be made, and no nor shall any assets shall be applied to the purchase or other acquisition or retirement of the Notes Notes, if, at the time of such payment or application or immediately after giving effect thereto, there shall exist a default in the payment of any amount due on any Senior Indebtedness. Within ten (other than 10) Business Days after knowledge of any such default referred to in this Section 6.2(a), the Seller shall furnish a copy thereof to each holder of the Notes, in the manner and at the address specified pursuant to Section 6 10.2 hereof), for so long as .
(b) If there exists an event of default involving failure to pay when due any Senior Indebtedness or for a period (the "Payment ------- Blockage Period") of up to one hundred eighty (180) days after both of the --------------- following have occurred: (A) there exists and is continuing an event of default on any Senior Indebtedness and (B) written notice of such event of default shall have been given (by the Company or by holders of such Senior Indebtedness) to the holders of Notes, stating that this Section 10.2(b) is therefore applicable; provided that any Payment Blockage Period arising as a result of this Section -------- 10.2 shall terminate immediately upon the waiver or cure of such event of default or if such Senior Indebtedness is no longer outstanding; provided, -------- further, that in any three hundred sixty (360) consecutive day period the ------- aggregate number of days in all Payment Blockage Periods shall not exceed one hundred eighty (180) days; provided, further, that no event of default on Senior -------- ------- Indebtedness resulting in a Payment Blockage Period may constitute the basis for a subsequent Payment Blockage Period unless the event of default has been cured or waived for a period of at least ninety (90) days. As used in this paragraph, an "event of default" is occurred an event of default (xother than a default in the payment of any amount due) as defined in with respect to any issue of Senior Indebtedness or in the instrument under which the same has been issued, permitting the holders thereof, after notice or lapse of time, or both, to accelerate the maturity thereof, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, no payment on account of principal or interest on the Notes shall be made, nor shall any assets be applied to the retirement of the Notes until the earliest to occur of (i) 30 days after the date that notice of such default is outstanding and given to the holders of the Notes pursuant to the last sentence of this Section 6.2(b), or (yii) the date on which would permit the acceleration Senior Indebtedness to which such event of default related is discharged in accordance with its terms, or (iii) the date such event of default is waived by the holders of such Senior Indebtedness prior or otherwise cured. Within ten (10) Business Days after knowledge of any such default referred to its maturity. Any notice to be given to holders of Notes under in this Section 10.2(b) 6.2(b), the Seller shall be deemed properly given if given using furnish a copy thereof to each holder of the addresses for holders of Notes provided Notes, in the manner and at the address specified pursuant to Section 20 10.2 hereof.
(c) In Upon the occurrence and during the continuance of any Event of Default under the Notes (as such term is defined in the Notes), or upon the occurrence of an event that described in Sections 6.2(a) or (b) which gives rise to the non-payment of principal or interest due on the Notes, and notwithstanding any moneyother provision contained herein or in the Notes to the contrary, property or securities is received by the holder of a Note in violation of this Section 10.2 or Section 10.3 hereofeach Purchaser hereby agrees, the holder thereof shall hold the same in trust for the benefit of the holders of Senior Indebtedness, and shall deliver not to ask for, demand, xxx for, take or receive any amount owing under the same Notes or exercise any remedy (whether pursuant hereto, including, without limitation, acceleration of the Notes, at law, in kind equity or otherwise) with respect thereto until the earliest of (i) 30 days after (x) the occurrence of such Event of Default or (y) the date that notice of such default is given to the Companyholders of the Notes pursuant to Sections 6.2(a) or (b), (ii) the date on which all Senior Indebtedness is accelerated, (iii) if applicable, the date on which the Senior Indebtedness to which such event of default related is discharged in accordance with its terms or such event of default is waived by the holders of such Senior Indebtedness or otherwise cured or (iv) any voluntary or involuntary petition in bankruptcy filed by or against the Seller. Within ten (10) Business Days after knowledge of any Event of Default under the Notes, the Seller shall furnish a copy thereof to the holders of Senior Indebtedness in the manner and at the addresses specified in the documents and/or agreements evidencing the applicable Senior Indebtedness.
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