Convertible Notes and Warrants. The Company entered into a series of financing agreements over the last three years under which it issued convertible notes and Class A and Class B Warrants to purchase its common stock. The Company had an aggregate of $3,828,515 in principal outstanding in convertible notes payable and Class A Warrants outstanding to purchase an aggregate of 69,538,349 shares of common stock at exercise prices ranging from $0.035 to $15.00 per share, with expiration dates ranging from April 2011 to July 2015. The Class B Warrants will be issued upon exercise of certain Class A Warrants and have an exercise price of $15.00 per share. Upon exercise of certain Class A Warrants, the Company would have the obligation to issue Class B Warrants to purchase 278,068 shares of common stock at an exercise price of $15.00 per share. Class B Warrants to purchase 35,000 shares of common stock have a three year term and Class B Warrants representing the right to purchase 243,068 shares will expire after five years. See attached capitalization schedule which is incorporated by reference herein. SCHEDULE 5(h) Litigation On May 18, 2009, F&M Merchant Group, LLC commenced a lawsuit in the state of Texas to recover the balance owed by us under a Sales Agent Agreement entered by the parties on November 1, 2008. This agreement requires us to pay $5,000 per month and a 5% commission on all net sales. On September 3, 2009, a final judgment by default was approved by the district court in Xxxxxx County, Texas for a total sum of $22,348. This claim has been recorded on the Company’s records. Due to the lack of adequate capital financing, we have not been able to make any payments. On June 5, 2009, Xxxxxx Motor Sports, Inc. commenced a lawsuit in the state of Florida to recover the balance owed by us under a Letter of Agreement to sponsor a Top Fuel Dragster for the 2008 NHRA racing season in the amount of $803,750. Out of this total amount, only $300,000 is required to be paid in cash with the remainder to be paid in shares of common stock. This amount had already been recorded in our records. Xxxxxx Xxx, 0000, Xxxxxx Motor Sports, Inc. dismissed the lawsuit without prejudice. Prior to that time, the parties went through mediation but were unable to settle. The likelihood of an unfavorable outcome cannot be evaluated as another lawsuit possibly could be filed against the Company. On August 21, 2009, CH Fulfillment Services, LLC commenced a lawsuit in the state of Alabama to recover past due amount...
Convertible Notes and Warrants. The Company entered into a series of financing agreements over the last three years under which it issued convertible notes and Class A and Class B Warrants to purchase its common stock. The Company had an aggregate of $4,039,413 in principal outstanding in convertible notes payable and Class A Warrants outstanding to purchase an aggregate of 90,010,706 shares of common stock at exercise prices ranging from $0.035 to $15.00 per share, with expiration dates ranging from April 2011 to January 2016. The Class B Warrants will be issued upon exercise of certain Class A Warrants and have an exercise price of $15.00 per share. Upon exercise of certain Class A Warrants, the Company would have the obligation to issue Class B Warrants to purchase 278,068 shares of common stock at an exercise price of $15.00 per share. Class B Warrants to purchase 35,000 shares of common stock have a three year term and Class B Warrants representing the right to purchase 243,068 shares will expire after five years. See attached capitalization schedule which is incorporated by reference herein. SCHEDULE 5(f)(iii) The issuance of securities at lower prices than existing long-term notes/warrants will reset existing long-term notes and warrants to a lower conversion/exercise price. The Company has an aggregate of $4,039,413 in principal outstanding in convertible notes payable at conversion prices of $.035 unless the market price is lower in which the conversion price will be based on a range of 75%-80% of the average of 3-5 lowest closing bid prices over a range of 10-20 days prior to the conversion date and Class A Warrants outstanding to purchase an aggregate of 90,010,706 shares of common stock at exercise prices ranging from $0.035 to $15.00 per share, with expiration dates ranging from April 2011 to January 2016. The Class B Warrants will be issued upon exercise of certain Class A Warrants and have an exercise price of $15.00 per share. Upon exercise of certain Class A Warrants, the Company would have the obligation to issue Class B Warrants to purchase 278,068 shares of common stock at an exercise price of $15.00 per share. Class B Warrants to purchase 35,000 shares of common stock have a three year term and Class B Warrants representing the right to purchase 243,068 shares will expire after five years. SCHEDULE 5(h) Litigation On May 18, 2009, F&M Merchant Group, LLC commenced a lawsuit in the state of Texas to recover the balance owed by us under a Sales Agent Agreement entered ...
Convertible Notes and Warrants. Immediately upon the borrowing of the Loans, Holdings and the Borrower shall ensure that the Collateral and Guarantee Requirement is satisfied with respect to the Convertible Notes and the Warrants.
Convertible Notes and Warrants. The Company entered into a series of financing agreements over the last two years under which it issued convertible notes and Class A and Class B Warrants to purchase its common stock. The Company had an aggregate of $2,986,842 in principal outstanding in convertible notes payable and Class A Warrants outstanding to purchase an aggregate of 35,514,350 shares of common stock at exercise prices ranging from $0.16 to $15.00 per share, with expiration dates ranging from April 2011 to July 2015. The Class B Warrants will be issued upon exercise of certain Class A Warrants and have an exercise price of $15.00 per share. Upon exercise of certain Class A Warrants, the Company would have the obligation to issue Class B Warrants to purchase 305,068 shares of common stock at an exercise price of $15.00 per share. Class B Warrants to purchase 62,000 shares of common stock have a three year term and Class B Warrants representing the right to purchase 243,068 shares will expire after five years. SCHEDULE 5(o) Undisclosed Liabilities None SCHEDULE 5(v) Transfer Agent The current transfer agent is Pacific Stock Transfer
Convertible Notes and Warrants. Officer means, in relation to an entity, its directors, officers and employees.
Convertible Notes and Warrants. Target shall have provided Subsidiary with evidence, reasonably satisfactory to Subsidiary, that holders of Convertible Notes will waive, on or prior to Closing, their conversion rights under all provisions of the Notes and instead accept prepayment of principal and all accrued interest under the Notes at or immediately following the Closing. In addition, Target shall use its best efforts to have all outstanding warrants exercised on or prior to the Closing.
Convertible Notes and Warrants. Oxford shall register, at its expense, with the Securities and Exchange Commission the number of shares of Oxford stock into which shares of the Convertible Notes and Warrants are convertible in the next registration initiated by Oxford or any other Oxford shareholder, but in no event shall such registration be filed more than one hundred eighty (180) days of the Closing.
Convertible Notes and Warrants. (c) This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
Convertible Notes and Warrants. The Company entered into a series of financing agreements over the last four years under which it issued convertible notes and Class A and Class B Warrants to purchase its common stock. The Company had an aggregate of $4,967,376 in principal outstanding in convertible notes payable and Class A Warrants outstanding to purchase an aggregate of 163,657,373 shares of common stock at exercise prices ranging from $0.02 to $15.00 per share, with expiration dates ranging from December 2012 to July 2016. The Class B Warrants will be issued upon exercise of certain Class A Warrants and have an exercise price of $15.00 per share. Upon exercise of certain Class A Warrants, the Company would have the obligation to issue Class B Warrants to purchase 243,068 shares of common stock at an exercise price of $15.00 per share. These Class B Warrants will expire after five years. Outstanding convertible notes and warrants are as set forth in Schedule 5(d).
Convertible Notes and Warrants. Effective as of the Effective Time, the Parent and Company shall take all necessary action, including obtaining the consent of the individual holders of convertible promissory notes and warrants issued by the Company prior to the Merger (“Company Notes” and “Company Warrants”, respectively), if necessary, to (a) issue new convertible promissory notes and warrants of the Parent (the “Substitute Notes” and “Substitute Warrants”, respectively) in substitution of the outstanding Company Notes and Company Warrants, respectively (the “Note or Warrant Exchange”), with such adjustments to (i) the number of shares of Parent Common Stock into which the Substitute Notes are convertible or that are purchasable under the Substitute Warrants as is necessary for such Substitute Notes and Substitute Warrants to reflect the right to convert into or purchase, as applicable, that number of shares of Parent Common Stock that the holder thereof would have been entitled to receive if the Company Note or Company Warrant had been converted into, or exercised for, shares of Parent Common Stock immediately prior to the Merger, and (ii) the exercise price of each Substitute Warrant to reflect, on a proportionate basis, the change in the number of shares of Parent Common Stock for which the Substitute Warrant may be exercised, and (b) cancel each Company Note and Company Warrant. To the extent that the Parent and the Company cannot effectuate the Note or Warrant Exchange described above, Parent agrees to affirmatively assume the obligations of the Company under the Company Notes and Company Warrants.
