Common use of Voluntary Bankruptcy Events Clause in Contracts

Voluntary Bankruptcy Events. Any Subject Entity commences a voluntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by any Subject Entity to the entry of a decree or order for relief in respect of it in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by any Subject Entity of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state law, or the consent by any Subject Entity to the filing of such a petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Subject Entity or of any substantial part of such Subject Entity's property, or the making by any Subject Entity of an assignment for the benefit of creditors, or the admission by any Subject Entity in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by any Subject Entity in furtherance of any such action. If an Event of Default (other than an Event of Default specified in clause (i) or (j) above with respect to Gabelli) occurs and is continuing, the Holder may declare the principal amount of this Note and all accrued and unpaid interest hereon to be immediately due and payable. If an Event of Default specified in clause (i) or (j) above occurs with respect to Gabelli, the principal amount of the Note and all accrued and unpaid interest hereon shall automatically become and be immediately due and payable without any declaration or other act on the part of the Holder or any other Person.

Voluntary Bankruptcy Events. Any Subject Entity commences a voluntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by any Subject Entity to the entry of a decree or order for relief in respect of it in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by any Subject Entity of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state law, or the consent by any Subject Entity to the filing of such a petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Subject Entity or of any substantial part of such Subject Entity's property, or the making by any Subject Entity of an assignment for the benefit of creditors, or the admission by any Subject Entity in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by any Subject Entity in furtherance of any such action. If an Event of Default (other than an Event of Default specified in clause (i) or (j) above with respect to GabelliGAMCO) occurs and is continuing, the Holder may declare the principal amount of this Note and all accrued and unpaid interest hereon to be immediately due and payable. If an Event of Default specified in clause (i) or (j) above occurs with respect to GabelliGAMCO, the principal amount of the Note and all accrued and unpaid interest hereon shall automatically become and be immediately due and payable without any declaration or other act on the part of the Holder or any other Person. Conversion Rights ----------------- The Holder shall have the right to convert this Note as provided in Exhibit A hereto, which Exhibit shall be incorporated by reference herein. If the Closing Price (as hereinafter defined) of the Common Stock is at least 125%, 150%, 175% or 200%, as the case may be, of the Conversion Price (as hereinafter defined) on each Trading Day (as hereinafter defined) during any period of 20 consecutive Trading Days (each, a "Qualified Trading Period") occurring within any six month period beginning on the Exercise Date (as hereinafter defined) or any six month anniversary thereof and ending on the next six month anniversary of the Exercise Date (each, a "Six Month Period"), then on any date on or after the tenth Business Day following the last trading day of any such Qualified Trading Period during such Six Month Period (each a "Conversion Date") GAMCO may convert any portion of the Unpaid Principal Amount which, together with the aggregate principal amount of this Note that has been converted by the Holder on or prior to such Conversion Date or by GAMCO pursuant to this provision with respect to such Six Month Period, does not exceed the Maximum Conversion Amount (as defined below) with respect to such Six Month Period, into fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest full share of Common Stock) at the Conversion Price in effect on the applicable Conversion Date by delivering written notice to that effect to the Holder on or prior to such Conversion Date; provided, however, that notwithstanding the foregoing to the extent that any prior conversions by the Holder prevented GAMCO from converting the full Maximum Conversion Amount with respect to any Six Month Period and GAMCO caused the conversion of all of the Unpaid Principal Amount that it was permitted to convert with respect to such Six Month Period, then to such extent such prior conversions by the Holder shall not be taken into account in calculating the Unpaid Principal Amount that GAMCO is entitled to convert in any subsequent Six Month Period pursuant to the foregoing provisions. After any conversion pursuant to the foregoing, the Holder shall have the right and option (the "Share Put Option"), but not the obligation, exercisable by delivering a written notice (the "Share Put Notice") to GAMCO no later than the tenth day after the Conversion Date, to cause GAMCO to purchase up to 50% of the Conversion Shares issued in such conversion (the "Forced Conversion Shares") for a purchase price per share in cash equal to the average of the Closing Prices for the five Trading Days immediately following the date on which the Share Put Notice is delivered to GAMCO (the "Share Put Consideration"). The closing of any Share Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the ninth Trading Day immediately following the date on which the Share Put Notice is delivered to GAMCO, or at such other time and place upon which the Holder and GAMCO shall agree. At such closing, GAMCO shall pay the Share Put Consideration to the Holder in cash by wire transfer of immediately available funds against the delivery to GAMCO of a certificate representing the Forced Conversion Shares with respect to which the Share Put Option has been exercised, duly endorsed to GAMCO or in blank, and concurrently with such delivery GAMCO shall, or shall cause the applicable transfer agent for such shares to, duly execute and deliver to the Holder a new share certificate representing the number of Forced Conversion Shares with respect to which the Share Put Option has not been exercised.

Voluntary Bankruptcy Events. Any Subject Entity commences a voluntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by any Subject Entity to the entry of a decree or order for relief in respect of it in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by any Subject Entity of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state law, or the consent by any Subject Entity to the filing of such a petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Subject Entity or of any substantial part of such Subject Entity's property, or the making by any Subject Entity of an assignment for the benefit of creditors, or the admission by any Subject Entity in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by any Subject Entity in furtherance of any such action. If an Event of Default (other than an Event of Default specified in clause (i) or (j) above with respect to Gabelli) occurs and is continuing, the Holder may declare the principal amount of this Note and all accrued and unpaid interest hereon to be immediately due and payable. If an Event of Default specified in clause (i) or (j) above occurs with respect to Gabelli, the principal amount of the Note and all accrued and unpaid interest hereon shall automatically become and be immediately due and payable without any declaration or other act on the part of the Holder or any other Person. Conversion Rights ----------------- The Holder shall have the right to convert this Note as provided in Exhibit A hereto, which Exhibit shall be incorporated by reference herein. If the Closing Price (as hereinafter defined) of the Common Stock is at least 125%, 150%, 175% or 200%, as the case may be, of the Conversion Price (as hereinafter defined) on each Trading Day (as hereinafter defined) during any period of 20 consecutive Trading Days (each, a "Qualified Trading Period") occurring within any six month period beginning on the Exercise Date (as hereinafter defined) or any six month anniversary thereof and ending on the next six month anniversary of the Exercise Date (each, a "Six Month Period"), then on any date on or after the tenth Business Day following the last trading day of any such Qualified Trading Period during such Six Month Period (each a "Conversion Date") Gabelli may convert any portion of the Unpaid Principal Amount which, together with the aggregate principal amount of this Note that has been converted by the Holder on or prior to such Conversion Date or by Gabelli pursuant to this provision with respect to such Six Month Period, does not exceed the Maximum Conversion Amount (as defined below) with respect to such Six Month Period, into fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest full share of Common Stock) at the Conversion Price in effect on the applicable Conversion Date by delivering written notice to that effect to the Holder on or prior to such Conversion Date; provided, however, that notwithstanding the foregoing to the extent that any prior conversions by the Holder prevented Gabelli from converting the full Maximum Conversion Amount with respect to any Six Month Period and Gabelli caused the conversion of all of the Unpaid Principal Amount that it was permitted to convert with respect to such Six Month Period, then to such extent such prior conversions by the Holder shall not be taken into account in calculating the Unpaid Principal Amount that Gabelli is entitled to convert in any subsequent Six Month Period pursuant to the foregoing provisions. After any conversion pursuant to the foregoing, the Holder shall have the right and option (the "Share Put Option"), but not the obligation, exercisable by delivering a written notice (the "Share Put Notice") to Gabelli no later than the tenth day after the Conversion Date, to cause Gabelli to purchase up to 50% of the Conversion Shares issued in such conversion (the "Forced Conversion Shares") for a purchase price per share in cash equal to the average of the Closing Prices for the five Trading Days immediately following the date on which the Share Put Notice is delivered to Gabelli (the "Share Put Consideration"). The closing of any Share Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the ninth Trading Day immediately following the date on which the Share Put Notice is delivered to Gabelli, or at such other time and place upon which the Holder and Gabelli shall agree. At such closing, Gabelli shall pay the Share Put Consideration to the Holder in cash by wire transfer of immediately available funds against the delivery to Gabelli of a certificate representing the Forced Conversion Shares with respect to which the Share Put Option has been exercised, duly endorsed to Gabelli or in blank, and concurrently with such delivery Gabelli shall, or shall cause the applicable transfer agent for such shares to, duly execute and deliver to the Holder a new share certificate representing the number of Forced Conversion Shares with respect to which the Share Put Option has not been exercised.

Voluntary Bankruptcy Events. Any Subject Entity commences a voluntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by any Subject Entity to the entry of a decree or order for relief in respect of it in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by any Subject Entity of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state law, or the consent by any Subject Entity to the filing of such a petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Subject Entity or of any substantial part of such Subject Entity's ’s property, or the making by any Subject Entity of an assignment for the benefit of creditors, or the admission by any Subject Entity in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by any Subject Entity in furtherance of any such action. If an Event of Default (other than an Event of Default specified in clause (i) or (j) above with respect to GabelliGAMCO) occurs and is continuing, the Holder may declare (A) (i) the principal amount Unpaid Principal Amount of this Note minus (ii) the Teton Adjustment and (B) all accrued and unpaid interest hereon to be immediately due and payable. If an Event of Default specified in clause (i) or (j) above occurs with respect to GabelliGAMCO, the principal amount Unpaid Principal Amount of the Note and all accrued and unpaid interest hereon shall automatically become and be immediately due and payable without any declaration or other act on the part of the Holder or any other Person.

Voluntary Bankruptcy Events. Any Subject Entity commences a voluntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by any Subject Entity to the entry of a decree or order for relief in respect of it in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by any Subject Entity of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state law, or the consent by any Subject Entity to the filing of such a petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Subject Entity or of any substantial part of such Subject Entity's property, or the making by any Subject Entity of an assignment for the benefit of creditors, or the admission by any Subject Entity in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by any Subject Entity in furtherance of any such action. If an Event of Default (other than an Event of Default specified in clause (i) or (j) above with respect to GabelliGAMCO) occurs and is continuing, the Holder may declare (A) (i) the principal amount Unpaid Principal Amount of this Note minus (ii) the Teton Adjustment and (B) all accrued and unpaid interest hereon to be immediately due and payable. If an Event of Default specified in clause (i) or (j) above occurs with respect to GabelliGAMCO, the principal amount Unpaid Principal Amount of the Note and all accrued and unpaid interest hereon shall automatically become and be immediately due and payable without any declaration or other act on the part of the Holder or any other Person.