Defaults by ODC Sample Clauses

Defaults by ODC. Upon any default by ODC in the timely payment of the full amount owed the Company with respect to any Shares to be purchased by ODC at the Initial Closing or any Additional Closing (each, an "ODC Payment Default"), the Company and AOL shall have the right to effect any or all of the following remedies: A. The Company shall have all remedies available at law or in equity upon any ODC Payment Default. Interest shall accrue on the amount of each ODC Payment Default at the Default Rate from the date due until the date paid in full. If any legal proceedings relating to an ODC Payment Default are commenced by the Company, the prevailing party in such proceedings shall be entitled to its reasonable attorneys' fees and costs in such proceeding. In addition, for the period commencing on the first day of the month in which any such ODC Payment Default first arises until such ODC Payment Default is fully cured by ODC, ODC and each of its Affiliates and Subsidiaries shall not be entitled to any dividends or other distributions in respect of any of their Company Securities, which dividends and distributions shall be applied to such ODC Payment Default and, only after such ODC Payment Default shall be fully cured by ODC, be paid to ODC and its Affiliates or Subsidiaries, as applicable. B. Notwithstanding anything to the contrary contained in subsection A hereof, immediately upon the occurrence of an ODC Payment Default, the Company shall notify AOL of such ODC Payment Default, and, in addition to the Company's exercise of any additional remedy hereunder, AOL shall have the right, but not the obligation, to cure all or any portion of the ODC Payment Default and to receive from the Company, subject to Section 1.03 hereof, a number of Shares equal to the quotient obtained by dividing (i) the aggregate amount of the applicable ODC Payment Default that is paid by AOL by (ii) the Stipulated Price (the "ODC Default Shares"). Such right shall be exercised by delivering a written notice to the Company and ODC within five (5) Business Days after the date of the Company's notice delivered pursuant to this subsection, which exercise notice shall specify the number of Shares which AOL is electing to purchase pursuant to this provision. The closing of any such sale shall be consummated at a date to be mutually agreed by the Company and AOL, which date shall be no later than ten (10) Business Days after the date of the Company's notice delivered pursuant to this subsection. C. ODC her...