Examples of Prior Debenture in a sentence
The Company shall cause this Note to be senior in right of payment to all other current or future debt of the Company, including the Debenture dated May 15, 2006 ("Prior Debenture") by and between the Company and the Holder.
In addition, (a) each person (other than a holder of the Company's 10% Convertible Subordinated Debentures due August 6, 2001 (the "Prior Debentures")) who holds any other right of first refusal or preemptive right, shall have irrevocably waived and released such rights and (b) each holder of a Prior Debenture ("Old Holder") shall have agreed to amend such Old Holder's right so that such rights shall be governed by Section 16.1(b) of this Agreement.
The Purchaser and its transferees of the Prior Debenture and the Debenture will be entitled to the benefits of the Registration Rights Agreement pursuant to which the Company has granted, among other things, certain piggyback registration rights with respect to certain registration statements filed by the Company registering the shares of Common Stock issuable upon conversion of the Prior Debenture and the Debenture under the Act.
The Allonge to the Prior Debenture shall be in the form of EXHIBIT A hereto.
Upon the extinguishment of this Note and the increase of the principal balance of the Prior Debenture, the Company shall also issue a Common Stock Purchase Warrant, with substantially the same terms as the warrant issued pursuant to the Purchase Agreement and in the form attached hereto as Annex A (the “Warrant”) to purchase 295,455 shares of the Company’s Class A common stock of the Company, par value $0.001 per share (the “Common Stock”).
At the option of the Holder, upon an Event of Default or a failure by the Company to repay the amounts owing under this Note upon the Maturity Date, the principal balance of the Prior Debenture shall be deemed increased as provided in Section 2(a) hereof and the Warrant shall be deemed issued to the Holder, without any further direction, acknowledgement or action of the Company.
In connection with that certain letter agreement between the Company and the Investor of even date herewith, the Company has agreed to issue a secured convertible debenture (the "Prior Debenture") to the Investor in exchange for a Promissory Note issued January 25, 2005 by the Company to the Investor.
Additionally, at the Closing, the Company agrees to amend certain of the terms and provisions of the Prior Debenture through delivery to the Purchaser of the Allonge and the Purchaser agrees to accept the Allonge as evidence of the amendments made thereto.