Redemption at Company’s Option. The Notes will be prepayable at the Company’s option at any time, without penalty. Redemption at the Holder’s Option Xxxxxxx shall have the right to require the Company to purchase all or a portion of its outstanding Notes at par plus accrued and unpaid interest on the Principal Amount of the Notes to be prepaid upon the occurrence at any time of any one of the following events: (i) an initial public offering of debt or equity securities of the Company ; (ii) the sale of all or substantially all of the assets of the Company; and/or (iii) a Change of Control of the Company; provided, however, that in each case, the Principal Amount of the Notes shall only be prepaid to the extent allowed by the Senior Debt and the Company’s cash on hand after allowing the Company to retain sufficient cash as determined in good faith by the Company in its best judgment that it needs for working capital for the Company’s operations. Any redemption or repurchase of the Notes shall be done on a pari passu basis with the Convertible Notes (to the extent the holders of the Convertible Notes choose to participate). So long as any Notes remain outstanding, the Company shall not redeem or repurchase any Preferred Stock or Junior Securities. Change in Control Over 50% of the outstanding fully diluted shares of the Company are owned by a person or group who are not permitted holders (to be defined). Covenants No financial covenants. The purchase agreement governing the Notes will have affirmative and negative covenants (certain of which will be subject to materiality thresholds, baskets and customary exceptions and qualifications to be mutually agreed upon) applicable to the issuer of the Notes and its subsidiaries as are usual and customary for financings of this type including delivery of financial statements, reports and certificates; corporate existence; limitations on indebtedness (other than under the senior credit facility and permitted refinancings thereof); limitations on liens; limitations on disposal of assets; Change of Control put; limitations on investments and mergers and acquisitions (other than Permitted Acquisitions); limitations on dividends or distributions on, and redemptions and repurchases of, equity interests and other restricted payments; limitations on prepayments, redemptions and repurchases of certain subordinated debt; and limitations on transactions with affiliates. Events of Default The purchase agreement governing the Notes will include such events of d...
Redemption at Company’s Option. 1. On the first (1st) anniversary of the date hereof and for five (5) days thereafter, the Company shall have the right to elect the redemption for cash ("Redemption at Company's Option") of all or any part of the then unexercised portion of this Warrant for the Optional Redemption Amount (as herein defined), which right shall be exercisable by delivery of an Optional Redemption Notice (as defined herein) in accordance with the procedures set forth below. Notwithstanding the delivery of an Optional Redemption Notice, the Holder shall have the right to exercise all or any part of this Warrant up to and including the date of redemption; provided, however that the Company may effect a Redemption at Company's Option only if: (a) there has not occurred any material breach of any of the Company's representationss, warranties or covenants under the Securities Purchase Agreement and the Company is not in default of any of its obligations under the Securities Purchase Agreement and the Warrants; (b) the registration statement required to be filed by the Company pursuant to the Securities Purchase Agreement covering the Purchased Shares (as defined in the Securities Purchase Agreement) and the Warrant Shares issuable upon conversion of the Warrants, is effective and available for trading; (c) the Common Stock, including all Purchased Shares and Warrant Shares, is listed on the Nasdaq National Market and trading in the Common Stock is not suspended by Nasdaq, the Securities and Exchange Commission or other regulatory authority and no de-listing or suspension shall be reasonably likely for the foreseeable future; (d) since December 31, 1998, the Company has not suffered any Material Adverse Effect (as defined in the Securities Purchase Agreement) and nothing has occurred which would be likely to cause a Material Adverse Effect, and (e) the closing sale price of the Common Stock on each of the fifteen (15) trading days immediately preceding the first (1st) anniversary is greater than the Exercise Price. For purposes of this Section 8(f), the Optional Redemption Amount is equal to (x) one cent ($0.01) times (y) the number of shares underlying the portion of the Warrant to be redeemed, as specified in the Optional Redemption Notice. Upon timely delivery of the Optional Redemption Notice, the Optional Redemption Amount shall be paid to Holder on the date of redemption.
Redemption at Company’s Option. Beginning on the 30th-month anniversary of the date of initial issuance of Series A Preferred Stock, the Corporation shall have the right to redeem all (but not less than all) of the outstanding shares of Series A Preferred Stock at a redemption price equal to the aggregate Liquidation Value of the shares to be redeemed, upon written notice of the proposed redemption to all holders of Series A Preferred Stock given at least 30 days prior to the proposed redemption date, if both of the following conditions are satisfied:
Redemption at Company’s Option. The Company shall have the right to redeem all or any portion of the Outstanding Securities, in whole or in part, at a Redemption Price equal to the Outstanding principal amount thereof plus accrued and unpaid interest thereon to the Redemption Date, plus the Economic Make-Whole Premium, if any, on a Redemption Date that it shall establish in accordance with the provisions of Section 9.4 hereof.
Redemption at Company’s Option. On or at any time after March 31, 2014, the Company shall have the right to redeem all or any portion of the outstanding shares of Convertible Preferred Stock at a redemption price per share of Convertible Preferred Stock for an amount in cash per share equal to (i) if the Effective Shelf Registration Date is prior to June 1, 2009, the sum of the Original Purchase Price plus all accrued and unpaid Dividends (including any Past Due Dividends) on the shares of Convertible Preferred Stock being redeemed through the date of redemption and (ii) if the Company has not filed an Automatic Shelf Registration Statement or the Effective Shelf Registration Date is June 1, 2009 or a later date, the greater of (x) the Original Purchase Price, plus all accrued but unpaid dividends (including any Past Due Dividends) on the shares being redeemed and (y) the Fixed Conversion Value; provided, however, that no partial redemption of shares of Convertible Preferred Stock by the Company pursuant to this Section 6(e) shall be permitted unless the aggregate amount of the Original Purchase Price in respect of all shares of Convertible Preferred Stock to be redeemed equals or exceeds $50,000,000 and (ii) the aggregate amount of the Original Purchase Price in respect of all outstanding shares of Convertible Preferred Stock after giving effect to the redemption equals or exceeds $50,000,000. It is understood and agreed that the Company shall covenant for the benefit of certain of its debt holders that it will not redeem shares of the Convertible Preferred Stock pursuant to this Section 6(d) unless it has received proceeds from the sale of securities that have equal or greater equity-like characteristics during the 180 days prior to the date of redemption.
Redemption at Company’s Option a. The Holder is entitled to, at any time or from time to time, on or after the date that is six (6) months from the Date of Issuance of this Debenture, convert the Conversion Amount into shares of Common Stock, at a conversion price for each share of Common Stock (the “Conversion Price") equal to 75% of the lowest closing bid price per share (as reported by Bloomberg, LP) of the Company's Common Stock for the fifteen (15) Trading Days immediately preceding the date of conversion. Notwithstanding the foregoing, the Holder shall not be entitled to convert any part of this Debenture as to which the Company has previously issued to the Holder a Redemption Notice in accordance with Section 2(b). The Conversion Price will be adjusted as provided in Section 6. For purposes of this Debenture, the following terms have the meanings indicated below:
Redemption at Company’s Option a. The Holder is entitled to, at any time or from time to time, convert the Conversion Amount into shares of Common Stock, at a conversion price for each share of Common Stock (the “Conversion Price") equal to seventy percent (70%) of the lowest closing bid price per share (as reported by Bloomberg LP) of Common Stock for the twenty (20) trading days immediately preceding the date of conversion (subject to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events occurring during such 20-day period). Notwithstanding the foregoing, the Holder shall not be entitled to convert any part of this Debenture as to which the Company has previously issued to the Holder a Redemption Notice in accordance with Section 2(b). If the Debenture is the subject of an acceleration following the occurrence of an Event of Default, the delivery by a Holder of a Conversion Notice following such acceleration shall be deemed a waiver of such Event of Default by such Holder only, which waiver shall only be applicable to the amount of the Debenture that is sought to be converted pursuant to the Conversion Notice, with the unconverted balance of the indebtedness represented by such Debenture remaining subject to the Event of Default and acceleration notwithstanding such waiver. The Conversion Price will be adjusted as provided in Section 6. For purposes of this Debenture, the following terms have the meanings indicated below:
Redemption at Company’s Option. (i) Commencing on the fifth anniversary of the Closing, BREA shall have the right, in its sole discretion and from time to time, to cause the Company (the “Company Redemption Right”) to redeem all or any portion of the Class A Preferred Units then outstanding, for a cash redemption price per Class A Preferred Units equal to the Redemption Price. The Company shall exercise the Company Redemption Right by providing each record Holder not less than five days' nor more than 60 days' prior written notice of the applicable date of redemption. Such notice shall include (1) the number of Class A Preferred Units to be redeemed from Holder, (2) the applicable Redemption Price, (3) the applicable date of redemption and (4) that distributions on the Class A Preferred Units to be redeemed shall cease to accrue on such
Redemption at Company’s Option a. The Holder is entitled to, at any time or from time to time, convert the Conversion Amount into shares of Common Stock, at a conversion price for each share of Common Stock (the “Conversion Price") equal to seventy percent (70%) of the lowest closing bid price per share (as reported by Bloomberg LP) of Common Stock for the twenty (20) trading days immediately preceding the date of conversion (subject to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events occurring during such 20-day period). Notwithstanding the foregoing, the Holder shall not be entitled to convert any part of this Debenture as to which the Company has previously issued to the Holder a Redemption Notice in accordance with Section 2(b). The Conversion Price will be adjusted as provided in Section 6. For purposes of this Debenture, the following terms have the meanings indicated below:
Redemption at Company’s Option. (a) The Company may redeem this Note at any time on or after the (i) [THE FIRST ANNIVERSARY OF THE DATE OF THIS NOTE] in its entirety, but not in part, at 100% of its principal amount. (b) In order to redeem this Note, the Company will give the Holder a notice (a "Redemption Notice") at least 45 days before the Redemption Date. The Redemption Notice will state (i) the Redemption Date, (ii) the Redemption Price (expressed as a percentage of principal amount) which will be paid on redemption of this Note, (iii) where this Note is to be presented for payment on or after the Redemption Date, and (iv) the last day on which this Note may be converted into Common Stock (which will be the fifth day before the Redemption Date). When the Company gives a Redemption Notice to the Holder, the Company will become obligated to pay to the Holder, upon presentation of this Note for redemption on or after the Redemption Date, the redemption price plus all accrued but unpaid interest to the Redemption Date. Unless the Company fails to pay the redemption price plus all accrued but unpaid interest when this Note is presented for redemption, no interest will accrue on the principal amount evidenced by this Note after the Redemption Date. 6.
