Redemption Defaults. If the Corporation fails to pay any holder the Redemption Amount with respect to any share of Series H Preferred Stock within five (5) business days of its receipt of a notice requiring such redemption (a "REDEMPTION NOTICE"), then the holder of Series H Preferred Stock delivering such Redemption Notice (i) shall be entitled to interest on the Redemption Amount at a per annum rate equal to the lower of twenty-four percent (24%) and the highest rate permitted by applicable law from the date of the Redemption Notice until the date of redemption hereunder, and (ii) shall have the right, at any time and from time to time, to require the Corporation, upon written notice, to immediately convert (in accordance with the terms of Paragraph A of Article IV) all or any portion of the Redemption Amount, plus interest as aforesaid, into shares of Common Stock at the lowest Conversion Price in effect during the period beginning on the date of the Redemption Notice and ending on the Conversion Date with respect to the conversion of such Redemption Amount. In the event the Corporation is not able to redeem all of the shares of Series H Preferred Stock subject to Redemption Notices, the Corporation shall redeem shares of Series H Preferred Stock from each holder pro rata, based on the total number of shares of Series H Preferred Stock included by such holder in the Redemption Notice relative to the total number of shares of Series H Preferred Stock in all of the Redemption Notices.
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Sources: Securities Purchase Agreement (Palomar Medical Technologies Inc)
Redemption Defaults. If the Corporation fails to pay any holder the Redemption Amount, the Cash Redemption Amount or the Redemption Conversion Amount, as the case may be, with respect to any share of Series H A Preferred Stock within five (5) business days of its receipt of a notice requiring such redemption (a "REDEMPTION NOTICERedemption Notice"), then the holder of Series H A Preferred Stock delivering such Redemption Notice (i) shall be entitled to interest on the Redemption Amount, the Cash Redemption Amount or Redemption Conversion Amount, at a per annum rate equal to the lower of twenty-four percent (24%) and the highest interest rate permitted by applicable law from the date of the Redemption Notice until the date of redemption hereunder, and (ii) shall have the right, at any time and from time to time, to require the Corporation, upon written notice, to immediately convert (in accordance with the terms of Paragraph A of Article IV) all or any portion of the Redemption Amount, the Cash Redemption Amount or Redemption Conversion Amount, plus interest as aforesaid, into shares of Common Stock at the lowest Conversion Price in effect during the period beginning on the date of the Redemption Notice and ending on the Conversion Date with respect to the conversion of such Redemption Amount. In the event the Corporation is not able to redeem all of the shares of Series H A Preferred Stock subject to Redemption Notices, the Corporation shall redeem shares of Series H A Preferred Stock from each holder pro rata, based on the total number of shares of Series H A Preferred Stock included by such holder in the Redemption Notice relative to the total number of shares of Series H A Preferred Stock in all of the Redemption Notices.
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Redemption Defaults. If the Corporation fails to pay any holder the Redemption Event Amount or any other redemption amount owed to such holder pursuant to this Certificate of Designations (including without limitation the amounts owed as a result of the 12-Month Redemption) with respect to any share of Series H C Preferred Stock within five (5) business days of Trading Days after its receipt of a notice requiring such redemption (a "REDEMPTION NOTICE")Redemption Event Notice or 12-Month Redemption Notice, then the holder of Series H C Preferred Stock delivering such Redemption Notice (i) entitled to redemption shall be entitled to an additional amount of cash equal to interest on the applicable Redemption Event Amount or other redemption amount (excluding the interest payable pursuant to this paragraph) at a per annum rate equal to the lower of twenty-four percent (24%) 18% and the highest interest rate permitted by applicable law from the date on which the Corporation receives the Redemption Event Notice (or, in the case of the Redemption Notice 12-Month Redemption, from the date that is one (1) year following the Closing) until the date of payment of the applicable Redemption Event Amount or other redemption amount hereunder, and (ii) . Such interest shall have the right, at any time and from time be deemed a cash payment to timebe made, to require the Corporationfullest extent permitted by law, upon written notice, to immediately convert (in accordance with the terms of Paragraph A of Article IV) all or any portion redemption of the Redemption Amount, plus interest as aforesaid, into shares of Common Stock at the lowest Conversion Price in effect during the period beginning on the date of the Redemption Notice and ending on the Conversion Date with respect to the conversion of such Redemption AmountSeries C Preferred Stock. In the event the Corporation is not able permitted by applicable law to redeem all of the shares of Series H C Preferred Stock subject to Redemption Noticessubmitted for redemption, the Corporation shall use all funds legally available to redeem shares of Series H C Preferred Stock from each holder pro rata, based on the total number of shares of Series H C Preferred Stock outstanding at the time of redemption included by such holder in the Redemption Event Notice or the 12-Month Redemption Notice delivered prior to the date upon which such redemption is to be effected relative to the total number of shares of Series H C Preferred Stock outstanding at the time of redemption included in all of the Redemption NoticesEvent Notices or the 12-Month Redemption Notice delivered prior to the date upon which such redemption is to be effected, and shall redeem all the remaining shares to have been redeemed as soon as practicable after the Corporation is permitted to effect such redemption by applicable law. The Corporation shall use its best efforts to create sufficient liquidity and to perform its obligation to pay all amounts owed as redemption to holders of Series C Preferred Stock on the date on which redemption is to occur, or, if the Corporation is prohibited by applicable law from paying the redemption on such date, as soon as possible after such scheduled date of redemption, and shall, to the extent required to enable it to satisfy such obligation, take such actions, including but not limited to the following actions, as shall be required to enable it to satisfy such obligation (but subject to the consent rights set forth in Article XI, Article XII, Article XIII and the other provisions of this Certificate of Designations): (A) the issuance and sale of any notes, bonds or other debt securities; (B) the issuance and sale of (I) any notes or debt securities containing equity features (including any notes or debt securities convertible into or exchangeable for equity securities of the Corporation) or (II) any equity securities of the Corporation (or any securities convertible into or exchangeable for any equity securities of the Corporation) or rights to acquire any equity securities of the Corporation; (C) the sale of any or all assets of the Corporation; (D) the merger or consolidation of the Corporation with any other entity; or (E) the liquidation of the Corporation and the winding up of its business and affairs. The Corporation hereby further agrees that, unless prohibited by law, in determining whether the Corporation can pay the amounts owed as a redemption pursuant to this Certificate of Designations and in accordance with applicable law, the Corporation’s assets will be valued at the highest possible value, without regard to the impact of such redemption on the Corporation’s business, including its ability to continue as a going concern.
Appears in 1 contract
Sources: Consent and Amendment Agreement (La Jolla Pharmaceutical Co)
Redemption Defaults. If the Corporation Company fails to pay any holder the Redemption Amount with respect to any share of Series H B Preferred Stock Shares within five (5) business days of after its receipt of a notice requiring such redemption (a "REDEMPTION NOTICE"), then the holder of Series H B Preferred Stock Shares delivering such Redemption Notice (i) shall be entitled to interest on the Redemption Amount at a per annum rate equal to the lower of twenty-four percent (24%) and the highest interest rate permitted by applicable law from the date of the Redemption Notice Date until the date of redemption payment of the Redemption Amount hereunder, and (ii) shall have the right, at any time and from time to time, to require the CorporationCompany, upon written notice, to immediately convert (in accordance with the terms of Paragraph A of Article IV) all or any portion of the Redemption Amount, plus interest as aforesaid, into shares of Common Stock Ordinary Shares at the lowest Conversion Price in effect during the period beginning on the date of the Redemption Notice Date and ending on the Conversion Date with respect to the conversion of such Redemption Amount. In the event the Corporation Company is not able to redeem all of the shares of Series H B Preferred Stock Shares subject to Redemption NoticesNotices delivered prior to the date upon which such redemption is to be effected, the Corporation Company shall redeem shares of Series H B Preferred Stock Shares from each holder pro rata, based on the total number of shares of Series H B Preferred Stock Shares outstanding at the time of redemption included by such holder in all Redemption Notices delivered prior to the Redemption Notice date upon which such redemption is to be effected relative to the total number of shares Series B Preferred Shares outstanding at the time of Series H Preferred Stock in redemption included all of the Redemption NoticesNotices delivered prior to the date upon which such redemption is to be effected.
Appears in 1 contract
Sources: Securities Purchase Agreement (Accent Software International LTD)
Redemption Defaults. If the Corporation fails to pay any holder the Redemption Event Amount with respect to any share of Series H C Preferred Stock within five (5) business days of Trading Days after its receipt of a notice requiring such redemption (a "REDEMPTION NOTICE")Redemption Event Notice, then the holder of Series H C Preferred Stock delivering such Redemption Notice (i) entitled to redemption shall be entitled to an additional amount of cash equal to interest on the applicable Redemption Event Amount (excluding the interest payable pursuant to this paragraph) at a per annum rate equal to the lower of twenty-four percent (24%) 18% and the highest interest rate permitted by applicable law from the date of on which the Corporation receives the Redemption Event Notice until the date of redemption hereunder, and (ii) shall have the right, at any time and from time to time, to require the Corporation, upon written notice, to immediately convert (in accordance with the terms of Paragraph A of Article IV) all or any portion payment of the applicable Redemption Amount, plus Event Amount hereunder. Such interest as aforesaid, into shares of Common Stock at the lowest Conversion Price in effect during the period beginning on the date shall be deemed a cash payment to be made upon redemption of the Redemption Notice and ending on the Conversion Date with respect to the conversion Series C Preferred Stock out of such Redemption Amountfunds legally available therefor. In the event the Corporation is does not able have sufficient funds legally available to redeem all of the shares of Series H C Preferred Stock subject to Redemption NoticesEvent Notices delivered prior to the date upon which such redemption is to be effected, the Corporation shall use all funds legally available to redeem shares of Series H C Preferred Stock from each holder pro rata, based on the total number of shares of Series H C Preferred Stock outstanding at the time of redemption included by such holder in all Redemption Event Notices delivered prior to the Redemption Notice date upon which such redemption is to be effected relative to the total number of shares of Series H C Preferred Stock outstanding at the time of redemption included in all of the Redemption NoticesEvent Notices delivered prior to the date upon which such redemption is to be effected, and shall redeem all the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor.
Appears in 1 contract
Sources: Consent and Amendment Agreement (La Jolla Pharmaceutical Co)
Redemption Defaults. If In the Corporation event that GTC fails to pay any holder Holder the Redemption Amount with respect to any share of Series H B Convertible Preferred Stock within five (5) business days Stock, as provided herein, in accordance with the terms of its receipt of a notice requiring such redemption (a "REDEMPTION NOTICE")Section 3 above, then the holder of Series H Preferred Stock delivering such Redemption Notice Holder (i) shall be entitled to interest on the Redemption Amount at a per annum rate equal to the lower of twenty-four (x) the sum of the dividend rate then in effect for the Series B Convertible Preferred Stock plus three percent (243%) and (y) the highest interest rate permitted by applicable law from the date of the Redemption Notice Election until the date of redemption hereunder, and (ii) shall have the right, at any time and from time to time, to require the Corporation, upon written notice, to immediately convert (in accordance with the terms of Paragraph A of Article IV) all or any portion of the Redemption Amount, plus interest as aforesaid, into shares of Common Stock at the lowest Conversion Price in effect during the period beginning on the date of the Redemption Notice and ending on the Conversion Date with respect to the conversion of such Redemption Amount. In the event the Corporation Company is not able to redeem all of the shares of Series H B Convertible Preferred Stock subject to Redemption NoticesElection, the Corporation Company shall redeem shares of Series H B Convertible Preferred Stock from each holder Holder, pro rata, based on the ratio of the total number of shares of Series H B Convertible Preferred Stock of such Holder included by such holder in the Redemption Notice relative Election to the total number of shares of Series H Convertible Preferred Stock in the Redemption Election. In the case of a redemption contemplated by Section 3 above, if the Company fails (a "Redemption Failure") to pay the Redemption Amount for each share for any reason on the date contemplated by Section 3(c) above and the Holder has complied with the delivery requirements set forth in Section 3(c), then (assuming there are sufficient authorized shares of Common Stock) in addition to all other available remedies, each Holder of Series B Convertible Preferred Stock shall have the right at any time, so long as the Redemption Failure continues, to convert, upon written notice, in lieu of the Redemption NoticesAmount, each outstanding share of Series B Convertible Preferred Stock held by such Holder, into the number of shares of Common Stock of the Company equal to the Redemption Amount, divided by the Conversion Price then in effect.
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