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 twenty percent (20%) of the proceeds from such issuance to repay amounts due and owing under 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. 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 this Note), or issues any Preferred Stock that is redeemable or contains any mandatory redemption rights, 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. If the Company or any Subsidiary issues any debt (excluding the $950,000 revolving credit facility with Live Oak Banking Company and any factoring agreement by a subsidiary), 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 unless such proceeds are used to close an accretive acquisition by the Company.
Repayment of This 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 including, without limitation, the Mxxxxx Securities (as defined in the Security Agreement). 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 of the Purchase Agreement, the Company has no 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 Private Subsidiary shall incur any Indebtedness without the express written consent of the Investor. If the Company or any Private 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 Private Subsidiary to immediately utilize the proceeds of such issuance) to repay 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.
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 (i) the Company or any Subsidiary issues any Indebtedness (other than this Note and the Permitted Senior Debt), or issues any Preferred Stock, other than Exempted Securities, or (ii) the outstanding principal balance under all Line of Credit Facilities exceeds the Permitted Senior Debt Cap at any time, then in either case, unless otherwise waived in writing by and at the discretion of the Holder, the Company will (1) immediately utilize the proceeds of such issuance to repay this Note; provided, however, notwithstanding the foregoing, (X) the Company shall not provide any additional credit support for the Lighthouse Facility; and (Y) until such time as the Lighthouse Post Closing Event has occurred, (a) the Company shall not permit any Subsidiary to issue any additional Indebtedness (or amend or otherwise modify the Lighthouse Documents as in effect on the date hereof to increase the size of the Lighthouse Facility or to otherwise permit any Subsidiary or other Person to borrow any additional amounts thereunder than what exists on the date hereof), and the only Indebtedness of the Subsidiaries shall be the Indebtedness arising under the Lighthouse Facility; and (b) the aggregate principal amount outstanding under the Lighthouse Facility shall not exceed $2,750,000 at any time, and (2) if the Company issues any Equity Interests other than Exempted Securities for aggregate proceeds of more than ten million dollars ($10,000,000), unless otherwise waived in writing by and at the discretion of the Holder, the Company will direct twenty percent (20%) of the proceeds from such issuance to repay this Note. Any such repayment of the Note shall be made with a 5% premium.
