Repayment of Note. Other than as set forth on Schedule 5.7, neither the Company nor any Subsidiary has outstanding any Indebtedness (all such Indebtedness set forth on Schedule 5.7 is hereinafter referred to as the “Permitted Debt”). The Company shall not make any voluntary cash prepayments on any Indebtedness at any time while any amounts are owing under the Note, and shall not make any cash payments whatsoever with respect to amounts owing under any convertible promissory notes issued in connection with the Company’s acquisition of Skyline Partners Technology LLC (the “Skyline Partners Notes”) at any time while any amounts are owing under the Note other than cash payments the Company is required to make pursuant to the express terms thereof existing on the date hereof. If the Company or any Subsidiary issues any debt other than the Permitted Debt, including any subordinated debt or convertible debt (other than the Note), or any Preferred Stock, other than Exempted Securities, unless otherwise waived in writing by and at the discretion of the Investor, the Company will immediately utilize the proceeds of such issuance (or cause such Subsidiary to immediately utilize the proceeds of such issuance) to repay the Note. If the Company issues any Equity Interests, other than Exempted Securities, for aggregate proceeds to the Company of greater than $20,000,000, excluding offering costs or other expenses, unless otherwise waived in writing by and at the discretion of the Investor, the Company will direct 20% of such proceeds from such issuance to repay the Note. Any such repayment of the Note shall be made without premium or penalty.
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Samples: Securities Purchase Agreement (COMSovereign Holding Corp.), Securities Purchase Agreement (COMSovereign Holding Corp.)
Repayment of Note. The Company shall make weekly payments to the Investors on a pari passu basis equal to the net proceeds, if any, generated from the sale of marketable securities by Axxx Lending, LLC. The Company shall make payments to the Investors equal to eighty percent (80%) of the net proceeds generated from the sale of Capital Stock, but excluding the sale of Capital Stock from at-the-market transactions. Other than as set forth on Schedule 5.7, neither the Company nor any Subsidiary has no outstanding any Indebtedness (all such Indebtedness set forth on Schedule 5.7 is hereinafter referred to as the “Existing Debt” and is collectively referred to herein as the “Permitted DebtIndebtedness”). The Company shall not make any voluntary cash prepayments on any Indebtedness at any time while any amounts are owing under the Note, and shall not make any cash payments whatsoever Note other than with respect to amounts owing under any convertible promissory notes issued in connection with the Company’s acquisition of Skyline Partners Technology LLC (the “Skyline Partners Notes”) at any time while any amounts are owing under the Note other than Existing Debt or cash payments the Company is required to make pursuant to the express terms thereof existing on the date hereof. Neither the Company nor any Private Subsidiary shall incur any Indebtedness without the express written consent of the Investor. If the Company or any Private Subsidiary issues any debt Indebtedness other than the Permitted DebtIndebtedness, after obtaining the written consent of the Investor pursuant to Section 1.9 of the Note, including any subordinated debt Indebtedness or convertible debt (other than the Note), or any Preferred StockIndebtedness, other than Exempted Securities, then unless otherwise waived in writing by and at the discretion of the Investor, the Company will immediately utilize no less than sixty-five percent (65%) of the proceeds of such issuance (or cause such Private Subsidiary to immediately utilize the proceeds of such issuance) to repay the Note. If the Company issues any Equity Interests, other than Exempted Securities, for aggregate proceeds to the Company of greater than $20,000,000, excluding offering costs or other expenses, unless otherwise waived in writing by and at the discretion of the Investor, the Company will direct 20% of such proceeds from such issuance to repay the Note. Any such repayment repayments of the Note as provided in this Section 5.7 shall be made to the Investors on a pro rata basis in proportion to their investment and shall be without premium or penaltypenalty to the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (BitNile Holdings, Inc.)
Repayment of Note. Other than as set forth on Schedule 5.7, neither the Company nor any Subsidiary has outstanding any Indebtedness (all such Indebtedness set forth on Schedule 5.7 is hereinafter referred to as the “Existing Debt”; the Existing Debt and any Indebtedness which constitutes the Working Capital Facility (as such term is defined in the Note) and satisfies all of the requirements of a Working Capital Facility set forth in the Note are collectively referred to herein as the “Permitted DebtIndebtedness”). The Company shall not make any voluntary cash prepayments on any Indebtedness at any time while any amounts are owing under the Note, and shall not make any cash payments whatsoever Note other than (a) with respect to amounts owing under any convertible promissory notes issued in connection with the Company’s acquisition of Skyline Partners Technology LLC (the “Skyline Partners Notes”) at any time while any amounts are owing under the Note other than Existing Debt, cash payments the Company is required to make pursuant to the express terms thereof existing on the date hereofhereof and (b) with respect to the Working Capital Facility, pursuant to the express terms of the Intercreditor Agreement (as such term is defined in the Note). If the Company or any Subsidiary issues any debt Indebtedness other than the Permitted DebtIndebtedness, after obtaining the written consent of the Investor pursuant to Section 1.10 of the Note, including any subordinated debt Indebtedness or convertible debt Indebtedness (other than the Note), or any Preferred Stock, other than Exempted Securities, then unless otherwise waived in writing by and at the discretion of the Investor, the Company will immediately utilize the proceeds of such issuance (or cause such Subsidiary to immediately utilize the proceeds of such issuance) to repay the Note. If the Company issues any Equity Interests, other than Exempted Securities, for aggregate proceeds to the Company of greater than $20,000,00010,000,000, excluding offering costs or other expenses, unless otherwise waived in writing by and at the discretion of the Investor, the Company will direct 20% of such proceeds from such issuance to repay the Note. Any such repayment of the Note shall be made without premium or penalty.
Appears in 1 contract
Repayment of Note. The Company shall make weekly payments to the Investors on a pari passu basis equal to the gross proceeds generated from the Sale or Issuance of Bitcoin, as provided in Section 5.8. Other than as set forth on Schedule 5.7, neither the Company nor any Subsidiary has any outstanding any Indebtedness (all such Indebtedness set forth on Schedule 5.7 is hereinafter referred to as the “Existing Debt” and is collectively referred to herein as the “Permitted DebtIndebtedness”). The Company shall not make any voluntary cash prepayments on any Indebtedness at any time while any amounts are owing under the Note, and shall not make any cash payments whatsoever Note other than with respect to amounts owing under any convertible promissory notes issued in connection with the Company’s acquisition of Skyline Partners Technology LLC (the “Skyline Partners Notes”) at any time while any amounts are owing under the Note other than Existing Debt or cash payments the Company is required to make pursuant to the express terms thereof existing on the date hereof. Neither the Company nor any Subsidiary shall incur any Indebtedness without the express written consent of the Investor. If the Company or any Subsidiary issues any debt Indebtedness other than the Permitted DebtIndebtedness, after obtaining the written consent of the Investor pursuant to Section 1.9 of the Note, including any subordinated debt Indebtedness or convertible debt (other than the Note), or any Preferred StockIndebtedness, other than Exempted Securities, then unless otherwise waived in writing by and at the discretion of the Investor, the Company will immediately utilize no less than sixty-five percent (65%) of the proceeds of such issuance (or cause such Subsidiary to immediately utilize the proceeds of such issuance) to repay the Note. If the Company issues any Equity Interests, other than Exempted Securities, for aggregate proceeds to the Company of greater than $20,000,000, excluding offering costs or other expensesmines or sells any Bitcoin, unless otherwise waived in writing by and at the discretion of the Investor, the Company will direct 20% sixty-five percent (65%) of such the proceeds from such issuance or sale of Bitcoin to repay the Note on a pari passu basis. Additionally, in the event that an Investor exercises some or all of its Warrants for cash (“Exercise Proceeds”), then the Company shall direct all such Exercise Proceeds to the repayment of the Note. Any such repayment repayments of the Note as provided in this Section 5.7 shall be made to the Investors on a pro rata basis in proportion to their investment and shall be without premium or penaltypenalty to the Company. Moreover, each Investor may, in its sole discretion and acting solely on behalf of itself, require that the Company apply some or all amounts owing under the Note to the payment of any cash exercises of the Warrants by the Investor.
Appears in 1 contract
Samples: Securities Purchase Agreement (BitNile Holdings, Inc.)