Repayment of This Note. If the Company or any Subsidiary issues any debt, including any subordinated debt or convertible debt (other than the Note or any other “Note” as defined in the Purchase Agreement), or any Equity Interests, other than Exempted Securities, in one or more transactions, unless otherwise waived in writing by and at the discretion of the Holder, the Company will immediately utilize the proceeds of such issuance to repay this Note, and if the Company issues any Equity Interests other than Exempted Securities for aggregate proceeds of more than five million dollars ($5,000,000), unless otherwise waived in writing by and at the discretion of the Holder, the Company will direct unless otherwise waived in writing by and at the discretion of the Investor, the Company will direct twenty percent (20%) of the proceeds from such issuance to repay this Note.
Repayment of This Note. If the Company issues any debt, including any subordinated debt or convertible debt (other than this Note), or any preferred stock, unless otherwise agreed in writing by the Holder, the Company will immediately utilize the proceeds of such issuance to repay this Note; provided, however, that this Section 4.1(g) shall not apply to the transactions identified on Schedule 5.7 of the Securities Purchase Agreement.
Repayment of This Note. 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 Holder, 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 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 Holder, the Company will direct 20% of such proceeds from such issuance to repay this Note, which repayment shall be without premium or penalty.
Repayment of This Note. (a) Unless to the extent earlier converted into Conversion Shares pursuant to Section 4 hereof, the outstanding Principal Amount (other than any portion of the Principal Amount converted pursuant to Section 4 hereof) and the interest accrued thereon shall be due and payable by the Company upon the earlier of (i) the Maturity Date, and (ii) the occurrence of an Event of Default set forth in Section 5 hereof (the “Due Date”). Upon the due conversion in full of this Note pursuant to and in accordance with Section 4 hereof, any and all payment obligations of the Company under this Note and the Convertible Note Purchase Agreement shall be fully discharged.
(b) All amounts payable on or in respect of this Note or the indebtedness evidenced hereby shall be paid to the Purchaser in lawful money of the United States of America within three (3) Business Days after the Due Date. The Company shall make such payments of the unpaid Principal Amount (other than any portion of the Principal Amount converted pursuant to Section 4 hereof), together with accrued and unpaid interest thereon, to the Purchaser by wire transfer of immediately available funds for the account of the Purchaser as the Purchaser may designate and notify in writing to the Company at least five (5) Business Days prior to the payment date. Payment shall be credited first to accrued interest due and payable, and any remainder shall be applied to the outstanding Principal Amount.
(c) All payments of principal and interest in respect of this Note by or on behalf of the Company shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or the PRC or any political subdivision thereof or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law.
Repayment of This Note. If the Company issues any (i) debt, including any subordinated debt or convertible debt (other than the Note or any other “Note” as defined in the Purchase Agreement and other than any “Permitted Indebtedness” as defined in the Purchase Agreement) for aggregate proceeds of any amount, or (ii) any Equity Interests other than Exempted Securities for aggregate proceeds of more than Seven Million Dollars ($7,000,000), the Company shall notify the Holder within 2 Business Days of such issuance and, unless otherwise waived in writing by and at the discretion of the Holder, no later than 5 Business Days after issuing such debt or Equity Interests, the Company will direct (i) one hundred percent of the proceeds from the issuance of such debt to repay this Note, or (ii) twenty percent (20%) of the proceeds from the issuance of such Equity Interests to repay this Note.
Repayment of This Note. If the Company or WiSA LLC issue any debt (other than this Note), or issue any preferred stock, other than Exempted Securities, while this Note remains outstanding, then unless otherwise waived in writing by and at the discretion of the Holder, the Company will immediately utilize the proceeds of such issuance to repay the Note. If the Company or WiSA LLC issue any Equity Interests, other than Exempted Securities, while this Note remains outstanding, then unless otherwise waived in writing by and at the discretion of the Holder, the Company will immediately direct twenty percent (20%) of the proceeds from such issuance to repay this Note.
Repayment of This Note. If the Company or any Subsidiary issues any Indebtedness (other than the Note or any Permitted Financing Arragement), or issues any Preferred Stock, other than Exempted Securities, or makes a Permitted Disposition, unless otherwise waived in writing by and at the discretion of the Holder, the Company will immediately (x) utilize the proceeds of such issuance to repay the Note and (y) utilize 50% of the proceeds of any Permitted Disposition to repay the Note. If the Company issues any Equity Interests, other than (a) Exempted Securities, (b) shares of Common Stock or Preferred Stock issued in an Acquisition, or (c) shares of Common Stock or Preferred Stock issued by the Company in an offering in which the sole use of proceeds of funding is not an Acquisition, for aggregate cumulative gross proceeds to the Company or any Subsidiary, as applicable, of greater than Fifteen Million Dollars ($15,000,000) while the Note remains outstanding, excluding offering costs or other expenses, unless otherwise waived in writing by and at the discretion of the Holder, the Company will direct the lower of (y) twenty percent (20%) of the proceeds from such issuance or (z) twenty percent of the then Outstanding Principal Xxxxxx, to repay the Note.
Repayment of This Note. If the Company or any Subsidiary issues any debt, including any subordinated debt or convertible debt (other than the Note or any other "Note" as defined in the Purchase Agreement), or any Equity Interests, other than Exempted Securities, in one or more transactions, unless otherwise waived in writing by and at the discretion of the Holder, the Company will immediately utilize the proceeds of such issuance to repay this Note.
Repayment of This Note. If the Company or any Subsidiary issues any debt (excluding the $950,000 revolving credit facility with Live Oak Banking Company), including any subordinated debt or convertible debt (other than the Note or any other “Note” as defined in the Purchase Agreement), Equity Interests or any Preferred Stock, other than Exempted Securities, unless otherwise waived in writing by and at the discretion of the Holder, the Company will immediately utilize the proceeds of such issuance to repay this Note.
Repayment of This 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 3.1(g) below. Other than as set forth on Schedule 5.7 of the Purchase Agreement, neither the Company nor any Subsidiary has any outstanding Indebtedness (all such Indebtedness set forth on Schedule 5.7 of the Purchase Agreement is hereinafter referred to as the “Existing Debt” and is collectively referred to herein as the “Permitted Indebtedness”). The Company shall not make any voluntary cash prepayments on any Indebtedness at any time while any amounts are owing under the Note other than with respect to the 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 Indebtedness other than the Permitted Indebtedness, after obtaining the written consent of the Investor pursuant to Section 1.9 of this Note, including any subordinated Indebtedness or convertible Indebtedness, 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, or mines or sells any Bitcoin, unless otherwise waived in writing by and at the discretion of the Investor, the Company will direct sixty-five percent (65%) of 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 repayments of the Note as provided herein shall be made to the Investors on a pro rata basis in proportion to their investment and shall be without premium or penalty 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.
