Rights of Beneficial Ownership Sample Clauses

Rights of Beneficial Ownership. Upon an event of default under the Redemption Note, and subject to Section 3(b), Lender shall be deemed the beneficial owner of the Shares and shall have all rights and benefits incident thereto. Xxxxxx and Guarantors, and each of them, agree to execute any necessary proxies or other documents to effectuate this right. So long as Guarantor owns the Shares and no event of default has occurred under the Redemption Note, Guarantor shall be entitled to vote any shares comprising the Collateral, subject to any proxies granted by Guarantor.
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Rights of Beneficial Ownership. Upon an event of default under the Note and until such event of default is cured or waived, Lender shall be deemed the beneficial owner of the Shares and shall have all rights and benefits incident thereto. Lender and Borrower agree to execute any necessary proxies or other documents to effectuate this right. All dividends hereinafter declared on or payable with respect to any Collateral (excluding only ordinary cash dividends, which will be payable to Borrower so long as no event of default has occurred under the Note) (the “Dividends”) will be immediately delivered to Pledge Holder to be held in pledge under this Pledge Agreement. So long as Borrower owns the Shares and no event of default has occurred under the Note, Borrower will be entitled to vote any shares comprising the Collateral, subject to any proxies granted by Borrower.

Related to Rights of Beneficial Ownership

  • Beneficial Ownership The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. In the event that the Market Capitalization of the Company falls below $2,500,000, the term “4.99%” above shall be permanently replaced with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding as reported on the Company’s most recently filed Form 10-K or Form 10-Q. The provisions of this Section may be waived by Holder upon not less than 65 days prior written notification to the Company.

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