Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without the prior written consent of the Holder.
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without the prior written consent of the Holders holding 80% of the outstanding principal amount of the Notes and aggregate Conversion Prices of Shares still held by the Holders.
Reverse Splits. The Company effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.
Reverse Splits. The parties hereto acknowledge that prior to the execution of the Merger Agreement, the Company approved a 10:1 reverse-split in the shares of its issued and outstanding common stock, including those shares issued in connection with this Merger Agreement, so that the total number of the Company issued and outstanding shares of stock after the reverse split have reduced from 114,529,000 to 11,452,900.
Reverse Splits. The parties hereto acknowledge that prior to the execution of this Agreement and Plan of Reorganization, the Company approved a reverse-split in the shares of its issued and outstanding common stock, so that the total number of the Company issued and outstanding shares of stock have reduced from 3,750,000 to 2,500,000. After the Closing, the Company will not effect any additional reverse splits during the period of eighteen (18) months from the date of this Agreement.
Reverse Splits. Three Strikes hereby warrants and avers that, post merger, that it will not enact a reverse split of its issued and outstanding common stock shares nor its authorized common stock shares (other than as contemplated in this Agreement), for a period of 30 consecutive months from the date of Closing. Further, Three Strikes agrees that this provision shall carry over should Three Strikes merge with, or be acquired by, another entity during this 30 month period or, should Three Strikes become a subsidiary of another entity.
Reverse Splits. For a period of two years following the completion of the actions described in paragraph 1.1(a), above, neither ESI nor any of its successors shall effect a reverse split in the issued and outstanding common stock of ESI; provided, that this restriction shall not apply from and after the date on which any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), (other than ESI, a majority-owned subsidiary of ES, an affiliate of ESI within the meaning of the Exchange Act, or an employee benefit plan of ESI, including any trustee of such plan acting as trustee), is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of ESI (or a successor to ESI) representing 60% or more of the combined voting power of the then outstanding securities of ESI or such successor.
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock except as described in Section 9(u) of the Subscription Agreement.
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder. Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 and/or 3.2 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.7, and 3.8 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treati...
