Redemption Events. The following are "Redemption Events" under ----------------- ----------------- this Section 6(f): (A) any Change of Control or (B) any suspension from listing or delisting of the Common Stock from the Nasdaq or any Subsequent Market on which the Common Stock is listed for a period of five consecutive days. On and after the date of any Redemption Event, the Registered Owner shall have the option to require the Company to redeem (the "Redemption Right"), for a period ---------------- of thirty (30) days after the Registered Owner receives notice of Redemption Event, in cash within 10 days of the Redemption Event, the Registered Owner's shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such Registered Owner's Warrant at a price per share equal to the product of (i) the amount by which, if any, the Average Price immediately preceding the latest of the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such Redemption Right exceeds the Exercise Price and (ii) the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event. After the occurrence of (A), the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event; the Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant of the shares of the Common Stock issuable upon exercise of the Warrant immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the exercise of the Warrant). In the case of a transaction specified in (A) in which holders of the Company's Common Stock receive cash, the Registered Owner shall have the right at his or its option, in lieu of the Redemption Right, to exercise the Warrant for such number of shares of the surviving company equal to the amount of cash into which the Warrant is exercisable divided by the fair market value of the shares of the surviving company on the effective date of the merger. In the case of (A), the Company shall not effect any such Redemption Event unless, prior to the consummation thereof, each Person (other ...
Redemption Events. In case of (A) any reclassification of the Common Stock, (B) any consolidation or merger of the Company with or into another person pursuant to which (i) a majority of the Company's Board of Directors will not constitute a majority of the board of directors of the surviving entity or (ii) less than 51% of the outstanding shares of the capital stock of the surviving entity will be held by the same shareholders of the Company prior to such reclassification, consolidation or merger, (C) the sale or transfer of all or substantially all of the assets of the Company, (D) any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, (E) suspension from listing or delisting of the Common Stock from the National Market System of the Nasdaq Stock Market ("Nasdaq") or any other exchange on which the Common Stock is listed for a period of five (5) consecutive Trading Days, (F) the Company's notice to any Registered Owner, including by way of public announcement, at any time, of its intention, for any reason, not to comply with proper requests for the exercise of any such warrants, or (G) a breach by the Company of any representation, warranty, covenant or other term or condition of the Purchase Agreement, the Registration Rights Agreement or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby or hereby, except to the extent that such breach would not have a Material Adverse Effect (as defined in Section 3(a) of the Purchase Agreement) and except, in the case of a breach of a covenant which is curable, only if such breach continues for a period of at least ten (10) days after the Company knows or reasonably should have known of the existence of such breach (clauses (A) through (G) above referred to as a "Redemption Event"), the holder of the Warrant shall have the right thereafter to exercise the Warrant within ten (10) Business Days of the Redemption Event for the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event, and the holder of the Warrant shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which the Warrant could have been converted immediately prior to such Redemption Event would have been entitled.
Redemption Events. In the event (each of the events described in clauses (i) - (iii) below being a "Redemption Event"), the Corporation shall:
(i) sell, convey or dispose of all or substantially all of its assets (the presentation of any such transaction for shareholder approval being conclusive evidence that such transaction involves the sale of all or substantially all of the assets of the Corporation);
(ii) merge, consolidate or engage in any other business combination with any other entity (other than pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation and other than pursuant to a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged); or
(iii) have 50% or more of the voting power of its capital stock owned beneficially by one person, entity or "group" (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended); then, upon the occurrence of any such Redemption Event, at the option of each Holder, exercisable in whole or in part at any time and from time to time by delivery of a Redemption Notice (as defined below) to the Corporation, the Corporation shall redeem the Notes for a redemption price, payable in cash, in an amount equal to the Redemption Amount (as defined below), plus all other ancillary amounts payable hereunder, together with all costs, including, without limitation, legal fees and expenses. Upon the Corporation's receipt of any Redemption Notice hereunder (other than during the three trading day period following the Corporation's delivery of a Redemption Announcement (as defined below) to all of the Holders in response to the Corporation's initial receipt of a Redemption Notice from a Holder of the Notes), the Corporation shall immediately (and in any event within one trading day following such receipt) deliver a written notice (a "Redemption Announcement") to all Holders of the Notes stating the date upon which the Corporation received such Redemption Notice and the amount of the Notes covered thereby. At any time and from time to time during such three trading day period, each Holder of the Notes may request (either orally or in writing) information from the Corporation with respect to the applicable Redemption Event (including, but not limited to, the aggregate principal amount outstanding of Notes covered by Redemption Notices received by the Corporation) and the Corporation shall furnish (eith...
Redemption Events. In case one or more of the following events each a redemption event shall have occurred:
(a) If the Corporation fails to have a registration statement effective within one hundred eighty (180) days of the date of the Stock Purchase Agreement, at the option of the Purchaser, the Corporation shall redeem the outstanding shares of Series A Preferred Stock at a redemption price of one hundred twenty-five percent (125%) of the Stated Value per share plus accrued and unpaid dividends thereon, if any; or
(b) failure to deliver the shares of Common Stock required to be delivered upon conversion of the shares of Series A Preferred Stock in the manner and at the time required by Section 5 of the Securities Purchase Agreement; or
(c) failure of the Corporation to have authorized the number of shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock or exercise of the Stock Purchase Warrants (as defined in the Securities Purchase Agreement), including conversion of any shares of Series A Preferred Stock or exercise of any Stock Purchase Warrants, issuable upon conversion of the Conditional Warrant (as defined in the Securities Purchase Agreement); or
(d) failure on the part of the Corporation to duly observe or perform any of the provisions of this Certificate of Designations or any of its other covenants or agreements contained in the Securities Purchase Agreement, or to cure any material breach in a material representation or covenant contained in the Securities Purchase Agreement or the Registration Rights Agreement for a period of ten (10) days after the date on which written notice of such failure or breach requiring the same to be remedied has been given by a registered holder of shares of Series A Preferred Stock to the Corporation; or
(e) a decree or order by a court having jurisdiction has been entered adjudging the Corporation (or any Material Subsidiary) a bankrupt or insolvent, or approving a petition seeking reorganization of the Corporation (or any Material Subsidiary) under any applicable bankruptcy law and such decree or order has continued undischarged or unstayed for a period of sixty (60) days; or a decree or order of a court having jurisdiction for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation (or any Material Subsidiary) or of all or substantially all of its property, or for the winding-up or liquidation of its affairs, has been entered, and has re...
Redemption Events. Except as prohibited by applicable law and the corporation's then existing agreements with its lenders and provided the corporation has generated net income for its most recent quarterly interim period, the corporation shall redeem all outstanding shares of Series M Preferred Stock on May 7, 2002. The corporation shall effect the redemption by paying in cash, out of any source of funds legally available therefor, an amount per share of Series M Preferred Stock equal to the Original Series M Issue Price (the "Redemption Price").
Redemption Events. Except as prohibited by applicable Delaware corporate law and the corporation's then existing agreements with its lenders and provided the corporation has generated net income for its most recent quarterly interim period, the corporation shall redeem all outstanding shares of Series M Preferred Stock on the date which is five (5) years from the date of effectiveness of this Amended and Restated
Redemption Events. The Company shall give the Preferred Holders a notice of the happening of any of the following circumstances promptly after becoming aware of the same and the Preferred Holders shall be entitled to require redemption in any of the following circumstances (the “Redemption Events”):
(a) if the Company fails to initiate, within 24 months from the Series B Closing, the initial public offering of any securities of the Company by entering into one or more public offering agreements with any reputable underwriters in respect of the public offering of any securities of the Company on an internationally recognized securities exchange, including without limitation, the Shanghai Stock Exchange, Shenzhen Stock Exchange, New York Stock Exchange, the Stock Exchange of Hong Kong, Nasdaq Stock Exchange;
(b) if the Company fails to consummate, within 36 months from the Series B Closing, a Qualified IPO on an internationally recognized securities exchange, including without limitation, the Shanghai Stock Exchange, Shenzhen Stock Exchange, New York Stock Exchange, the Stock Exchange of Hong Kong, Nasdaq Stock Exchange, or a Trade Sale;
(c) if any Founder or any Key Holder commits any fraud, breaches any of his/her non-competition and non-solicitation and/or other fiduciary obligations to the Group Companies;
(d) if any of the Control Documents is materially breached or earlier terminated without prior written consent of the Majority Holders which consent shall not be unreasonably withheld or delayed; or
(e) if any of the Group Companies, the Founding Shareholders, the Founders, the Key Holder Holdcos or Key Holders commits any material breach of any of the Transaction Documents which has a Material Adverse Effect on the Group Companies as a whole.
Redemption Events. 25 Section 14.1 Partial Redemption................................................................ 25 Article 15 The Trustee ................................................................................. 25 Section 15.1 Duties of the Trustee............................................................. 25 Section 15.2 Certain Rights of the Trustee..................................................... 27 Section 15.3 The Trustee Not Responsible for the Certificates.................................. 29
Redemption Events. The occurrence of any of the following events shall trigger repayment under the provisions of Clause 4.1 of this Mortgage:
5.1 Any Disposal save for an Exempt Disposal; or
5.2 If the Borrower is in breach of the Borrower’s covenants and obligations under this Mortgage the expiry of a default notice served by the Lender where the Borrower fails to take the action specified by the Lender in any default notice by the date specified for such purpose in the default notice; or
5.3 Upon repayment in full of the First Charge unless at the same time the Borrower takes out another First Charge in accordance with Clause 11; or
5.4 Any event or circumstance shall occur which would entitle the mortgagee under the First Charge to enforce the same or otherwise demand repayment of any debt secured thereby; or
5.5 The Borrower is Bankrupt; or
5.6 The occurrence of the Term Date or where the Mortgage has been extended by the provisions of Clause 21, the Extended Term Expiry Date.
Redemption Events. In case one or more of the following events, each a redemption event, shall have occurred:
(a) failure to deliver the shares of Common Stock required to be delivered upon conversion of the shares of Series C Preferred Stock in the manner and at the time required by Section 5 of the Securities Purchase Agreement; or
