Debenture Clause Samples

Debenture. This Redeemable Convertible Subordinated Debenture (“Debenture”) is issued pursuant to that certain Securities Purchase Agreement (“Agreement”) of even date herewith. Capitalized terms not otherwise defined herein will have the meanings defined in the Agreement.

Debenture. (i) The form of certificate representing the Debenture has been approved by the board of directors of the Corporation and adopted by the Corporation and complies with all Applicable Law. (ii) The Debenture has been duly authorized for issuance and sale by the Corporation. (iii) At all times prior to the full conversion of the Debenture, the Corporation will be in a position to issue such number of Conversion Shares in accordance with the terms of the Debenture and will be permitted to do so under applicable rules and regulations of the Exchange.

Debenture. The payment and performance of the Obligations and the performance of EMEA’s duties under the Loan Documents is secured under the Debenture. EMEA hereby authorizes Bank to make all relevant filings in the United Kingdom in relation to, or in connection with, the Debenture, including, without limitation, filing the relevant Form MG01 at the Companies House in the United Kingdom.” and inserting in lieu thereof the following: “

Debenture. This Debenture is in the principal amount of up to $28,000,000 and is being issued by the Company to the Holder pursuant to the surrender of the October 2001 Debenture and the obligation of Holder to pay Ten Million Dollars ($10,000,000) cash by Holder, of which $7,000,000 shall be paid to Frost Bank in satisfaction of those amounts owed by the Company in connection with the Frost Loan on the Initial Closing Date and $3,000,00 to be paid to the Company by the Holder on or before the Subsequent Closing Date. The Holder hereby agrees to receive such Debenture from the Company pursuant to the terms of this Agreement, and the Company hereby agrees to issue, convey, transfer, and assign to the Holder, the Debenture free and clear of all liens, options, claims, and encumbrances of any kind or character whatsoever, except for applicable transfer restrictions required by federal and state securities laws. The Debenture may have such notations or legends as are required by applicable law. The Debenture shall be executed on behalf of the Company by its chief executive office, president or any vice president and attested to by its secretary or any assistant secretary. The Debenture shall recite upon its face the principal amount of indebtedness evidenced by the Debenture, the rate at which interest is payable on the Debenture, and the terms of repayment.

Debenture. Notwithstanding the foregoing description of the obligations secured by the pledge of each Series A No. 5 Debenture and each Series B No. 3 Debenture, (i) the pledge of each Series A No. 5 Debenture shall only secure those obligations to the extent that (taking into account other obligations that must be accounted for in determining whether the "Threshold Amount" as defined in and calculated in accordance with the Syndicated Credit Agreement has been exceeded) they do not exceed the Threshold Amount and (ii) the pledge of each Series B No. 3 Debenture shall only secure those obligations to the extent that they do exceed the Threshold Amount. For greater certainty, the pledge of each Series A No. 5 and Series B No. 3 Debenture shall continue to secure the Other Secured Obligations described in this paragraph notwithstanding the termination of the Syndicated Credit Agreement for any reason.

Debenture. Titan has advanced $1 million to Ansan in return for a convertible debenture (the "Debenture") of even date herewith. The Debenture is convertible at the option of Titan at any time prior to June 21, 1997 for the purchase of 333,333 shares of Ansan's Common Stock, $0.001 par value (the "Ansan Common Stock"), reflecting a conversion price of $3.00 per share.

Debenture. Delivery by the Company to the Buyer of the Debenture to be purchased in accordance with this Agreement, as well as the execution and delivery of the Registration Rights Agreement and Warrant by the Company;

Debenture. A Debenture may be converted in part, but only if the principal amount of such Debenture to be converted is any integral multiple of US$1,000.

Debenture. The Borrower acknowledges that this Agreement does not and shall not be construed as requiring the Lender to enter into the Debenture or make the Loan. .