SUBORDINATION OF CONVERTIBLE DEBENTURES Sample Clauses

SUBORDINATION OF CONVERTIBLE DEBENTURES. The Obligations are “Senior Debt” and “Designated Senior Debt” within the meaning of each of the 2004 Indenture, the April 0000 Xxxxxxxxx and the July 2005 Convertible Debentures.
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SUBORDINATION OF CONVERTIBLE DEBENTURES. 45 Section 13.1 Convertible Debentures Subordinate to Senior Indebtedness......................................45 Section 13.2 Payment Over of Proceeds upon Dissolution, Etc.................................................46 Section 13.3 Prior Payment to Senior Indebtedness upon Acceleration of Convertible Debentures.....................................................................................46 Section 13.4 No Payment When Senior Indebtedness in Default.................................................47 Section 13.5 Payment Permitted in Certain Situations........................................................47 Section 13.6 Subrogation to Rights of Holders of Senior Indebtedness........................................47 Section 13.7 Provisions Solely to Define Relative Rights....................................................47 Section 13.8
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SUBORDINATION OF CONVERTIBLE DEBENTURES. SECTION 8.1
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SUBORDINATION OF CONVERTIBLE DEBENTURES. 62 Section 12.1
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SUBORDINATION OF CONVERTIBLE DEBENTURES. Section 13.1 Convertible Debentures Subordinate to Senior Indebtedness.. .64
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SUBORDINATION OF CONVERTIBLE DEBENTURES. The Company covenants and agrees, and each holder of a Convertible Debenture, by acceptance thereof, likewise covenants and agrees, (i) that, to the extent and in the manner set forth in this Section 13, the Company's Senior Obligations, if any, will be senior in right of payment to the Convertible Debentures, and (ii) that the subordination provisions set forth in this Section 13 are, and are intended to be, an inducement and a consideration to each holder of any Senior Obligation, whether such Senior Obligation was created or acquired before or after the date of this Agreement, to acquire and continue to hold, or to continue to hold, such Senior Obligation and such holder of Senior Obligations shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or continuing to hold, such Senior Obligations. (a) As used herein, "SENIOR IN RIGHT OF PAYMENT TO THE CONVERTIBLE DEBENTURES" means that: (i) no part of the Debt shall have any claim to the assets of the Company on a parity with or prior to the claim of the Senior Obligations; and (ii) unless and until the Senior Obligations have been paid in full, without the express prior written consent of all holders of such Senior Obligations, no Holder will take, demand (including by means of any legal action) or receive from the Company, and the Company will not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of or security for the whole or any part of the Debt; provided, however, that (x) at any time, the Company may make, and the Holders may receive, scheduled payments on account of the Debt in accordance with the terms hereof, except if a default in the performance or observance of any term or condition relating to any Senior Obligations (other than a default in the payment of any principal of, premium if any, or interest on the Senior Obligations) has occurred and is continuing that permits the holders of the Senior Obligations to declare such Senior Obligations to be due and payable, the holders of Senior Obligations may give notice (a "Senior Blockage Notice") to the Company (provided, however, no more than one Senior Blockage Notice may be given during any 365 consecutive day period) that until all Senior Obligations are paid in full, no scheduled payments may be made by the Company on account of the Debt during the period ("Senior Blockage Period") commencing on the date of such Senior Bl...
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Related to SUBORDINATION OF CONVERTIBLE DEBENTURES

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Subordination of Debentures 49 13.1 Agreement to Subordinate......................................49 13.2 Default on Senior Debt, Subordinated Debt or Additional Senior Obligations..............................49 13.3

  • Purchase and Sale of Convertible Debentures 6 2.2 Purchase and Sale; Purchase Price....................................6 2.2 Execution and Delivery of Documents; the Closing.....................6 2.3 The Post-Closing.....................................................7

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Convertible Note 9 Section 3.8

  • The Debentures SECTION 2.01.

  • Subordination of Common Securities (a) Payment of Distributions (including any Additional Interest Amounts) on, the Redemption Price of and the Liquidation Distribution in respect of, the Trust Securities, as applicable, shall be made, pro rata among the Common Securities and the Preferred Securities based on the Liquidation Amount of the respective Trust Securities; provided, that if on any Distribution Date, Redemption Date or Liquidation Date an Event of Default shall have occurred and be continuing, no payment of any Distribution (including any Additional Interest Amounts) on, Redemption Price of or Liquidation Distribution in respect of, any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions (including any Additional Interest Amounts) on all Outstanding Preferred Securities for all Distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all Outstanding Preferred Securities then called for redemption, or in the case of payment of the Liquidation Distribution the full amount of such Liquidation Distribution on all Outstanding Preferred Securities, shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions (including any Additional Interest Amounts) on, or the Redemption Price of or the Liquidation Distribution in respect of, the Preferred Securities then due and payable. (b) In the case of the occurrence of any Event of Default, the Holders of the Common Securities shall have no right to act with respect to any such Event of Default under this Trust Agreement until all such Events of Default with respect to the Preferred Securities have been cured, waived or otherwise eliminated. Until all such Events of Default under this Trust Agreement with respect to the Preferred Securities have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the Preferred Securities and not on behalf of the Holders of the Common Securities, and only the Holders of all the Preferred Securities will have the right to direct the Property Trustee to act on their behalf.

  • Conversion of Debentures Section 16.01.

  • SUBORDINATION OF NOTES Section 11.01.

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

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