Rights of Purchaser upon Default. Upon the occurrence of any Event of Default (other than an Event of Default described in Sections 2(d) or 2(e)) and at any time thereafter during the continuance of such Event of Default, Purchaser may, by written notice to the Company, declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. Upon the occurrence of any Event of Default described in Sections 2(d) or 2(e), immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Security Agreement to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default, Purchaser may exercise any other right, power or remedy granted to it by the Security Agreement or otherwise permitted to it by law, either by suit in equity or by action at law, or both.
Rights of Purchaser upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default described in Sections 5(i) or 5(j)) and at any time thereafter during the continuance of such Event of Default, Purchaser may, by written notice to the Issuers, declare all outstanding Obligations payable by the Issuers hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Sections 5(i) and 5(j), immediately and without notice, all outstanding Obligations payable by the Issuers hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Purchaser may exercise any other right, power or remedy granted to it by the Transaction Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both.
Rights of Purchaser upon Default. If a Default occurs, the Purchaser shall have the right to pursue all remedies at law and in equity, including specifically, the right to immediately sell all of the Purchase Shares in its possession and/or to foreclose the security interest granted in Section 5 in respect of the Collateral Shares. Without limiting the generality of the foregoing, if on the date of a Default (a) there is not in effect a Valid Registration, or (b) the Companies are not in full compliance with their respective obligations and covenants in Section 7 of the Purchase Agreement, then, in such event, the Purchaser may sell the Shares in one or more negotiated private sales to the extent and in the manner permitted by applicable state and federal securities laws. In the event a Default occurs, the Companies hereby waive any requirement (and any related covenant) in the Purchase Agreement or the Purchase Price Adjustment Mechanism that (i) the Purchaser make a request or demand for the Companies to prepare, file or make effective a registration statement in respect of the Shares, (ii) entitles the Companies to any period of time after such written request or demand to make effective a resale registration statement, or (iii) requires the Purchaser to defer selling the Shares until a Registration Statement has been prepared and filed in accordance with the Securities Act of 1933; provided, however, the foregoing waivers are for the benefit of the Purchaser and such waiver shall not excuse the Companies from the obligation to perform each covenant and agreement of the Companies under the Purchase Agreement, the Purchase Price Adjustment Mechanism and this Amendment unless the Purchaser agrees otherwise in writing. If a Default occurs, the Companies shall immediately pay to the Purchaser the difference between the amount the Purchaser would have been paid upon a Physical Settlement on the Maturity Date if the Companies had fully performed their obligations relating to such Physical Settlement pursuant to the Purchase Price Adjustment Mechanism, as amended by this Amendment (the "Full Settlement Amount"), and the amount the Purchaser actually received from the sale of the Shares; provided, however, if the Purchaser is unable to sell the Shares because of any act or omission of the Companies (including without limitation, any injunction, automatic stay or other legal impediment) or because the Purchaser was unable locate a buyer for the Shares after meeting the requirements of applicable...
Rights of Purchaser upon Default. The rights of the Purchaser upon an Event of Default are as set forth in Section 5.2 of the Purchase Agreement and Section 6 of the Security Agreement.
