Defaults Sample Clauses

Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty (30) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (c) Borrower generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower makes a general assignment for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar days; (g) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (h) any representation, warranty or other statement made or furnished by oron behalf of Borrower to Lender herein or in any Transaction Document, is false, incorrect, incomplete or misleading in any material respect when made or furnished; (i) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (j) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) without twenty (20) Business Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ); (k) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) calendar days unless otherwise consented to by Lender; (l) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any interest, fees, charges, Conversion Shares or True-Up Shares (as defined below) in accordance with the terms hereof; or (iii) Borrower shall fail to pay any interest or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (biv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower; or (ix) Borrower which is not dismissed DWAC Eligible; or discharged within sixty (60) calendar days; (gx) Borrower defaults shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or otherwise fails (xi) Borrower shall fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, including without limitation all covenants to timely file all required quarterly and annual reports and any other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares and True-Up Shares pursuant to Rule 144; or (hxii) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixiii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (j) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) without twenty (20) Business Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ); (k) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) calendar days unless otherwise consented to by Lender; (l) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, Borrower shall be provided with (a) a fourteen (14) day cure period in which it may cure the first two (2) occurrences of any Events of Default pursuant to Sections 4.1(ii) and 4.1(ix) hereof prior to Lender seeking any of the available remedies contained in Section 4.2, and (b) a cure period of two (2) days following Lender’s delivery to Borrower of written notice of such an Event of Default during which it may cure the first two (2) occurrences of any Events of Default pursuant to Section 4.1(i) hereof prior to Lender seeking any of the available remedies contained in Section 4.2. Beginning with the third Event of Default pursuant to any of Sections 4.1(i), 4.1(ii) and 4.1(ix) hereof, Borrower shall no longer have the cure period rights set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterforegoing sentence.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured ; (b) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof and such failure continues unremedied for a period of one two (12) Business DayTrading Days following receipt of written notice from Lender of such failure; (bc) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability generally to pay, its debts as they become due, subject to applicable grace periods, if any; (de) Borrower makes a general assignment for the benefit of creditors; (ef) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is commenced or filed against Borrower which and is not dismissed or discharged within sixty (60) calendar days; (gh) Borrower defaults or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Exchange Document (as defined in the Purchase Exchange Agreement), other than those specifically set forth in this Section 4.1 5.1 and Section 4 6 of the Purchase Agreement, which Exchange Agreement and such default or failure continues unremedied for a period of thirty (30) calendar days following receipt of written notice by Lender to Borrower thereofthereof from Lender; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Exchange Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ij) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jk) Borrower fails to maintain the Share Reserve as required under the Exchange Agreement; (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (km) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00200,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (ln) Borrower fails to be DWAC Eligible and such failure continues unremedied for a period of ten (10) days; (o) Borrower fails to observe or perform any covenant set forth in Section 4 6 of the Purchase Agreement, which default Exchange Agreement and such failure continues unremedied for a period of thirty ten (3010) calendar days following the occurrence receipt of the applicable breachwritten notice thereof from Lender; or (mp) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default Agreements and such breach continues unremedied for a period of thirty ten (3010) calendar days following receipt of written notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterthereof from Lender.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes shall make a general assignment for the benefit of creditors; (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 6 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower shall fail to put in place and maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails shall fail to be DWAC Eligible; or (p) Borrower shall fail to observe or perform any covenant set forth in Section 4 6 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (biii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxvii) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender shall fail to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterbe DWAC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any interest, fees, charges, Conversion Shares or True-Up Shares (as defined below) in accordance with the terms hereof; or (iii) Borrower shall fail to pay any interest or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (biv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty one hundred twenty (60120) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or otherwise fails (x) Borrower shall fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, including without limitation all covenants to timely file all required quarterly and annual reports and any other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares, Warrant Shares and True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (l) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Conversion Shares or True-Up Shares (as defined below) in accordance with the terms hereof or any Warrant Shares in accordance with the terms of the Warrant; or (iii) Borrower shall fail to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (biv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower; or (ix) Borrower which is not dismissed DWAC Eligible at any time following the date that is one (1) year from the Purchase Price Date; or discharged within sixty (60) calendar days; (gx) Borrower defaults shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC at any time following the Trading Date; or (xi) Borrower shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, including without limitation all covenants to timely file all required quarterly and annual reports and any other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares, Warrant Shares and True-Up Shares pursuant to Rule 144; or (hxii) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixiii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiv) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender the Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxvi) any money judgment, writ or similar process is shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by the Lender; or (lxvii) Borrower fails to observe exercise its best efforts to file a Registration Statement on Form S-1 with the SEC or perform a Form 15c2-11 with FINRA on or before the date that is four (4) months from the Effective Date or, in any covenant set forth in Section 4 of event, fails to file a Registration Statement on Form S-1 with the Purchase Agreement, which default continues for SEC or a period of thirty Form 15c2-11 with FINRA on or before the date that is five (305) calendar days following months from the occurrence of the applicable breachEffective Date; or (mxviii) Borrower breaches any covenant fails to exercise its best efforts to cause its Common Stock to be publicly trading on or other term or condition contained before the date that is six (6) months from the Effective Date or, in any Other Agreementsevent, which default continues for a period of thirty Borrower’s Common Stock is not publicly trading on an Eligible Market on or before the date that is nine (309) calendar days following notice by Lender to Borrower thereof. Notwithstanding months from the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterEffective Date.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Company fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Company fails to deliver any Redemption Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or or, with the exception of going concern language in the Borrower’s public financial filings, admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults or otherwise fails to observe or perform any material covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any material representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent, which consent shall not be unreasonably withheld; (jl) Borrower Company fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Company effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Company fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty ; and (30) calendar days following the occurrence of the applicable breach; or (mq) Borrower breaches any material covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth occurrence of any event described in 4.1(bSection 4(d) above – 4(q) shall not be considered an Event of Default if such event is cured within ten (10) calendar days of its occurrence; provided, however, that only apply to the first three (3occurrence of each of the events described in Section 4.1(d) occurrences and – 4.1(q) shall not apply be subject to any occurrences thereaftercure.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; or (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (c) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within dischargedwithin sixty (60) calendar days; or (ce) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (df) Borrower makes shall make a general assignment for the benefit of creditors; or (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gi) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty 4.1; or (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (k) Borrower shall (i) terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination, or (ii) become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and annual reports and any other filings that are necessary to enable Lender to sell Conversion Shares or True-Up Shares pursuant to Rule 144; or (l) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jm) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (n) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (ko) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.001,000,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lp) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mq) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender Borrower’s Common Stock shall fail to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterbe DTC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower generally fails to pay, or admits in writing its inability to pay, a material portion of its debts as they become due, subject to applicable grace periods, if any, or which failure or admission is note cured within sixty (60) days; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender Agreement and other than the covenant with respect to Borrower thereofUnapproved Debt Issuances; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement which has not been cured within five (5) Trading Days; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share Common Stock without ten (“Common Stock”10) without twenty (20) Business Days calendar days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty Agreement (30other than the covenant with respect to Unapproved Debt Issuances); (q) calendar days following the occurrence of the applicable breachBorrower shall make any Unapproved Debt Issuance; or (mr) Borrower Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an "Event of Default"): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder; or (ii) Borrower shall fail to deliver any Conversion Shares pursuant to Section 2 above in accordance with the terms hereof; or (iii) Borrower shall fail to deliver any Conversion Shares pursuant to Section 3 above in accordance with the terms hereof, which default remains uncured for a period of one or (1) Business Day; (biv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall default or otherwise fails fail to observe or perform in any material respect any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s 's prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender, or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxvii) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall is not apply to any occurrences thereafterDTC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower fails to establish and/or maintain the Share Reserve as required under the Purchase Agreement (including without limitation failing to effect the Authorized Share Increase (as defined in the Purchase Agreement); (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mq) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.Agreements.10
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mq) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note if not cured within the applicable cure period, if any, described below (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (biii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysdays from filing; or (gix) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00500,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails shall fail to observe deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Price Date; or perform (xvii) Borrower’s Common Stock is not DTC Eligible. For the first two (2) events arising under subsections (i), (ii) and (iii) of this Section 4.1, Lender agrees to give Borrower written notice of the default to pay or deliver shares, as applicable (each a “Notice of Default”), and Borrower will then have five (5) calendar days after the date Lender sends the applicable Notice of Default to cure such default; provided, however, that no cure period will apply for any covenant additional defaults under subsections (i), (ii), or (iii) of this Section 4.1. No cure period will apply to an event occurring under subsection (vii) of this Section 4.1. For all other events other than those set forth in subsections (i), (ii), (iii) and (vii) of this Section 4 4.1, Lender agrees to give Borrower written notice of the Purchase Agreementapplicable default, which default continues for a period of thirty and Borrower will then have five (305) calendar days following after the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following date Lender sends such notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereaftersuch default.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) Borrower fails to maintain the occurrence of a Fundamental Transaction without Lender’s prior written consentShare Reserve as required under the Purchase Agreement; (j) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) without twenty (20) Business Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ); (kl) any money judgment, writ of execution or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lm) Borrower fails to be DWAC Eligible; or (n) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth occurrence of any event specified in 4.1(bSection 4.1(i) above shall only apply to the first three (3n) occurrences and shall not apply to any occurrences thereafterbe considered an Event of Default hereunder if such event is cured within thirty (30) days of the occurrence of such event.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (de) Borrower makes a general assignment for the benefit of creditors; (ef) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gh) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender Agreement and other than the covenant with respect to Borrower thereofUnapproved Debt Issuances; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ij) the occurrence closing of a Fundamental Transaction without Lender’s prior written consent; provided, that such consent shall not be required in connection with the closing of a Fundamental Transaction where the Note is repaid in full at or prior to the closing of such Fundamental Transaction; (jk) Borrower fails in any material respect to maintain the Share Reserve as required under the Purchase Agreement; (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share Common Stock without ten (“Common Stock”10) without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (km) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00500,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (ln) Borrower fails fails, in any material respect, to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty Agreement (30other than the covenant with respect to Unapproved Debt Issuances); (o) calendar days following the occurrence of the applicable breachBorrower shall make any Unapproved Debt Issuance; or (mp) Borrower breaches Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches, in any material respect, any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth occurrence of any event specified in 4.1(bSection 4.1(i) above shall only apply to the first three (3q) occurrences and shall not apply to any occurrences thereafterbe considered an Event of Default hereunder is such event is cured within forty-five (45) days of the occurrence of such event.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (biii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxvii) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender shall fail to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterbe DWAC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts to Lender as they become due, subject to applicable grace periods, if any; (de) Borrower makes a general assignment for the benefit of creditors; (ef) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gh) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ij) the occurrence of a Fundamental Transaction without Lender’s prior written consent, unless this Note is repaid in full in connection with such Fundamental Transaction; (jk) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (km) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00200,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (ln) Borrower’s Common Stock fails to be DTC Eligible; (o) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mp) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (iii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) Borrower shall fail to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (bv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cvi) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvii) Borrower makes shall make a general assignment for the benefit of creditors; or (eviii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fix) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gx) Borrower defaults shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (xi) Borrower shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 ; or (xii) Borrower shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxiii) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixiv) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxv) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xvi) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxvii) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxviii) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall is not apply to any occurrences thereafterDWAC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (de) Borrower makes a general assignment for the benefit of creditors; (ef) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gh) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ij) the occurrence closing of a Fundamental Transaction without Lender’s prior written consent; provided, that such consent shall not be required in connection with the closing of a Fundamental Transaction where the Note is repaid in full at or prior to the closing of such Fundamental Transaction; (jk) Borrower fails in any material respect to maintain the Share Reserve as required under the Purchase Agreement; (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share Common Stock without ten (“Common Stock”10) without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (km) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00500,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (l) n); Borrower fails to observe or perform perform, in any material respect, any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mo) Borrower breaches Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches, in any material respect, any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth occurrence of any event specified in 4.1(bSection 4.1(i) above shall only apply to the first three (3o) occurrences and shall not apply to any occurrences thereafterbe considered an Event of Default hereunder if such event is cured within forty-five (45) days of the occurrence of such event.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails a)Borrower shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (bb)Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; (c)Borrower shall fail to deliver any Redemption Conversion Shares (as defined below) a in accordance with the terms hereof; (d)a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (c) Borrower e)Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower makes f)Borrower shall make a general assignment for the benefit of creditors; (e) Borrower files g)Borrower shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an h)an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (g) Borrower defaults i)Borrower shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (h) any j)any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (i) the k)the occurrence of a Fundamental Transaction without Lender’s prior written consent; (j) Borrower l)Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; (m)Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (k) any n)any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (l) Borrower fails o)Borrower shall fail to be DWAC Eligible; or (p)Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes shall make a general assignment for the benefit of creditors; (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 6 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s Lender’s prior written consent; (jl) Borrower shall fail to put in place and maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails shall fail to be DWAC Eligible; or (p) Borrower shall fail to observe or perform any covenant set forth in Section 4 6 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an "Event of Default"): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (de) Borrower makes a general assignment for the benefit of creditors; (ef) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gh) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ij) the occurrence of a Fundamental Transaction without Lender’s 's prior written consent; consent (j) Borrower effectuates a reverse split unless this Note is paid in full with the proceeds of its common stock, $0.0001 par value per share (“Common Stock”) without twenty (20) Business Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQFundamental Transaction); (k) Borrower fails to establish or maintain the Share Reserve as required under the Purchase Agreement; (1) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00200,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lin), Borrower's Common Stock fails to be DTC Eligible; (n) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mo) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, upon the occurrence of an event described in Section 4.1(a) or 4.1(b) above, such event shall not be considered an Event of Default if such event is cured within three (3) Trading Days of the occurrence of such event; provided, however, that the foregoing cure period set forth in 4.1(b) above shall only apply to the first three (3two occurrences of the events described in Section 4.1(a) or 4.1(b) and not to any subsequent occurrences and of such events. In addition, upon the occurrence of an event described in Section 4.1(c) — 4.1(p) above, such event shall not apply to any occurrences thereafterbe considered an Event of Default if such event is cured within twenty (20) Trading Days of the occurrence of such event.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a1) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1; or 2) Business DayBorrower shall fail to deliver any Conversion Shares in accordance with the terms hereof; (bor 3) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cor 4) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (dor 5) Borrower makes shall make a general assignment for the benefit of creditors; (eor 6) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (for 7) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower; or 8) Borrower which is not dismissed or discharged within sixty (60) calendar days; (g) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hor a) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (ior b) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jor c) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or d) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kor e) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lor f) Borrower fails shall fail to deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Price Date; or g) Borrower shall fail to be DWAC Eligible; or h) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower or any pledger, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledger, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or pledger, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mq) Borrower Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00600,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty ; and (30) calendar days following the occurrence of the applicable breach; or (mq) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Appears in 1 contract Convertible Promissory Note (Inpixon),
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment general10assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 13.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower fails to establish and/or maintain the Share Reserve as required under the Purchase Agreement (including without limitation failing to effect the Authorized Share Increase (as defined in the Purchase Agreement); (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mq) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower shall fail to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes shall make a general assignment for the benefit of creditors; (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails shall fail to be DWAC Eligible; or (p) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an "Event of Default"): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes shall make a general assignment for the benefit of creditors; (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s 's prior written consent; (jl) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails shall fail to be DWAC Eligible; or (p) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an "Event of Default"): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; or (b) Borrower shall fail to deliver any Conversion Shares in accordance with the terms hereof; or (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cd) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (de) Borrower makes shall make a general assignment for the benefit of creditors; or (ef) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fg) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gh) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty ; or (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ij) the occurrence of a Fundamental Transaction without Lender’s 's prior written consent; or (jk) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (km) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (ln) Borrower fails shall fail to deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Price Date; or (o) Borrower's Common Stock shall fail to be DTC Eligible; or (p) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower shall fail to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower shall become insolvent or generally fails to failsto pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (de) Borrower makes shall make a general assignment for the benefit of creditors; (ef) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gh) Borrower defaults shall default or otherwise fails fail to observe or perform any material covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (ij) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jk) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed a reverse split as described in the Company’s definitive proxy statement filed with NASDAQthe SEC on August 14, 2015); (km) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (ln) Borrower fails shall fail to be DWAC Eligible; or (o) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower shall fail to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (c) Borrower generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower makes shall make a general assignment for the benefit of creditors; (e) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (g) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (h) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (i) Borrower shall fail to maintain the occurrence of a Fundamental Transaction without Lender’s prior written consentShare Reserve as required under the Purchase Agreement; (j) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (k) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00200,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (l) Borrower fails shall fail to be DWAC Eligible; or (m) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (biii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; provided, however, that if Borrower has repaid the entire Outstanding Balance prior to such Fundamental Transaction, then Lender’s consent shall not be required; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by LenderLender and not including any money judgment, writ or similar process filed or entered in connection with any promissory notes issued by Borrower prior to the date hereof in connection with Hawaiian real estate, provided that such notes are not amended following the date hereof; or (lxvi) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereofPrice Date. Notwithstanding the foregoing, (A) the cure period set forth occurrence of an event described in 4.1(bSection 4.1(ii) above shall only apply to the first three or (3iii) occurrences and shall not apply be considered an Event of Default if delivery of the applicable Conversion Shares or True-Up Shares is made within five (5) days of the date such shares are required to any occurrences thereafterbe delivered; provided, however, that the foregoing right to cure may only be applied with respect to two (2) late deliveries of shares; and (B) the occurrence of an event described in Section 4.1(ix), (x), (xi), (xii), (xiii), (xiv), (xv), or (xvi) shall not be considered an Event of Default if such event is cured within ten (10) days of Lender’s delivery of written notice to Borrower informing Borrower of the occurrence of such event.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; or (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (c) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (ce) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (df) Borrower makes shall make a general assignment for the benefit of creditors; or (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gi) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty ; or (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jl) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kn) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00250,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lo) Borrower fails shall fail to deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Price Date; or (p) Borrower shall fail to be DWAC Eligible; or (q) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (de) Borrower makes a general assignment for the benefit of creditors; (ef) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gh) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ij) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jk) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) without twenty (20) Business Days prior written notice fails to Lender (other than such splits effectuated to remain listed with NASDAQ)maintain or increase the Share Reserve as required under the Purchase Agreement; (kl) [intentionally omitted]; (m) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (ln) Borrower fails to be DWAC Eligible; (o) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mp) Borrower Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (iii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) Borrower shall fail to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (bv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cvi) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvii) Borrower makes shall make a general assignment for the benefit of creditors; or (eviii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fix) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gx) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (xi) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxii) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixiii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiv) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxvi) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvii) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxvii) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period shall fail to change transfer agents and deliver to Lender an irrevocable letter of thirty instructions to transfer agent executed by the new transfer agent within ninety (3090) calendar days following notice by Lender to Borrower thereof. Notwithstanding of the foregoing, date hereof as required under the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterPurchase Agreement.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Conversion Shares or True-Up Shares (as defined below) in accordance with the terms hereof or any interest, fees, charges, Warrant Shares in accordance with the terms of the Warrant; or (iii) Borrower shall fail to pay any interest or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (biv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or otherwise fails (x) Borrower shall fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, including without limitation all covenants to timely file all required quarterly and annual reports and any other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares, Warrant Shares and True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall is not apply to any occurrences thereafterDWAC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (iii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) Borrower shall fail to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (bv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cvi) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvii) Borrower makes shall make a general assignment for the benefit of creditors; or (eviii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fix) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gx) Borrower defaults shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (xi) Borrower shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (xii) Borrower shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxiii) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixiv) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxv) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xvi) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxvii) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxviii) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall is not apply to any occurrences thereafterDWAC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; or (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (c) Borrower shall fail to deliver any Redemption Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (ce) Borrower shall generally fails fail to pay, or admits admit in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (df) Borrower makes shall make a general assignment for the benefit of creditors; or (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gi) Borrower defaults shall default or otherwise fails fail to observe or perform in any material respect any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty ; or (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jl) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kn) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty sixty (3060) calendar days unless otherwise consented to by Lender; or (lo) Borrower fails shall fail to deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Price Date; or (p) Borrower shall fail to be DWAC Eligible; or (q) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Conversion Shares or True-Up Shares (as defined below) in accordance with the terms hereof; or (iii) Borrower shall fail to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (biv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (x) Borrower shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document Document; or (as defined in the Purchase Agreement), xi) Borrower shall fail to timely file all required quarterly and annual reports and any other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxii) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixiii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiv) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxvi) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvii) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall is not apply to any occurrences thereafterDWAC Eligible.
Defaults. The following are events of default under this Note (each, an 'Event of Default'): (a) 0 Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Conversion Shares or True-Up Shares (as defined below) in accordance with the terms hereof; or (iii) Borrower shall fail to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (biv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (x) Borrower shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document Document, or (as defined in the Purchase Agreement), xi) Borrower shall fail to timely file all required quarterly and annual reports and any other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxii) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixiii) the occurrence of a Fundamental Transaction without Lender’s 's prior written consent; or (jxiv) Borrower shall fail to maintain the ShareReserve as required under the Purchase Agreement; or (xv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxvi) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; , or (lxvii) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall is not apply to any occurrences thereafterDWAC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Installment Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to be DTC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mq) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof except such failure to deliver is due to ownership limitation as set forth in Section 11 or otherwise legally restricted; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof except such failure to deliver is due to ownership limitation as set forth in Section 11 or otherwise legally restricted; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mq) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth occurrence of the events described in 4.1(bSection 4.1(j) – (q) above shall only apply to not be considered an Event of Default if such event is cured within five (5) Trading Days of the first three (3) occurrences and shall not apply to any occurrences thereafteroccurrence of such event.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (de) Borrower makes a general assignment for the benefit of creditors; (ef) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gh) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ij) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jk) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (km) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.0020,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (ln) Borrower’s Common Stock fails to be DTC Eligible; (o) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mp) Borrower breaches any covenant or other term or condition contained in any Other Agreements. Notwithstanding the foregoing, which default continues for a period upon the occurrence of an event described in Section 4.1(c) – 4.1(p) above, such event shall not be considered an Event of Default if such event is cured within thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding of the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafteroccurrence of such event.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Trading Day; (b) Borrower fails to deliver any Conversion Shares (as defined below) in accordance with the terms hereof, which default remains uncured for a period of five (5) Trading Days; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty (30) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (de) Borrower makes a general assignment for the benefit of creditors; (ef) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar days; (gh) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or in any Transaction Document, is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ij) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jk) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ); (km) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) calendar days unless otherwise consented to by Lender; (ln) Borrower fails to be DWAC Eligible for more than thirty (30) calendar days; (o) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mp) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Appears in 1 contract Note (Jaguar Animal Health, Inc.),
Defaults. The following are events of default under this Note (each, an “Event of Default”); provided, however, that the occurrence of any event described in Section 4.1(d) – (q) shall not be considered an Event of Default if such event is cured within five (5) Trading Days of its occurrence: (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes shall make a general assignment for the benefit of creditors; (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults or otherwise fails shall fail in any material way to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 6 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be materially false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower shall fail to put in place and maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00200,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails shall fail to be DWAC Eligible; or (p) Borrower shall fail to observe or perform any covenant set forth in Section 4 6 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”); provided, however, that the occurrence of any event described in Section 4.1(d) – (q) shall not be considered an Event of Default if such event is cured within ten (10) Trading Days of its occurrence: (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; or (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (c) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (ce) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (df) Borrower makes shall make a general assignment for the benefit of creditors; or (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gi) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty ; or (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jl) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kn) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lo) Borrower fails shall fail to deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Price Date; or (p) Borrower shall fail to be DWAC Eligible; or (q) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share fails to maintain the Share Reserve (“Common Stock”as defined in the Purchase Agreement) without twenty (20) Business Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)as required under the Purchase Agreement; (km) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (ln) Borrower fails to observe be DWAC Eligible; (o) Borrower, any affiliate of Borrower, or perform any covenant set forth in Section 4 pledgor, trustor, or guarantor of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower this Note breaches any covenant or other term or condition contained in any Other Agreements; (p) the Common Stock fails to be listed or quoted for trading on any of (i) NYSE, which default continues for a period of thirty (30ii) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoingNASDAQ, the cure period set forth (iii) OTCQX, or (iv) OTCQB; or (q) trading in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterCompany’s Common Stock is suspended, halted, chilled, frozen, reaches zero bid or otherwise ceases on Company’s principal trading market.
Appears in 1 contract Netlist Inc,
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; or (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (c) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (ce) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (df) Borrower makes shall make a general assignment for the benefit of creditors; or (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gi) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty ; or (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ik) the occurrence of a Fundamental Transaction FundamentalTransaction without Lender’s prior written consent; or (jl) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kn) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lo) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by deliver to Lender original signature pages to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.all Transaction Documents within five
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; or (b) Borrower shall fail to deliver any Conversion Shares in accordance with the terms hereof; or (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cd) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (de) Borrower makes shall make a general assignment for the benefit of creditors; or (ef) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fg) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gh) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty 4.1; or (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (j) Borrower shall (i) terminate its status as an issuer required to file reports under the occurrence 1934 Act (as defined in the Purchase Agreement) even if the 1934 Act or the rules and regulations thereunder would permit such termination, or (ii) become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and annual reports and any other filings that are necessary to enable Lender to sell Conversion Shares pursuant to Rule 144 under the Securities Act of a Fundamental Transaction without Lender’s prior written consent1933, as amended (“Rule 144”); or (jk) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (km) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (ln) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mo) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender shall fail to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterbe DWAC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) subject to Section 12 and 13 below, Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof and such default continues for two (2) Trading Days after written notice to Company by Lender of such default; (c) subject to Section 12 and 13 below, Borrower fails to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof and such default continues for two (2) Trading Days after written notice to Company by Lender of such default; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which and is not dismissed or discharged within sixty (60) calendar days; (gi) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which Agreement and such default continues or failure remains uncured for a period of thirty ten (3010) calendar days following after written notice to Company by Lender to Borrower thereofof such default or failure; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower fails to maintain the Share Reserve (as defined in the Purchase Agreement) as required under the Purchase Agreement and such failure continues for five (5) days after written notice to Company by Lender of such failure; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to be DWAC Eligible at any time after the six (6) month anniversary of the Closing and such failure continues for ten (10) days after written notice to Company by Lender of such failure; (p) [intentionally omitted]; (q) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty Agreement (30) calendar days following other than the occurrence of the applicable breachcovenant with respect to Unapproved Variable Security Issuances); or (mr) Borrower breaches makes any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterUnapproved Variable Security Issuance.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Company fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Company fails to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower Company fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Company effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Company fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mq) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (biii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterPrice Date.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (biii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxvii) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period is not DWAC Eligible as of thirty the date that is six (306) calendar days following notice by Lender to Borrower thereof. Notwithstanding months after the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterPurchase Price Date.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence closing of a Fundamental Transaction without Lender’s prior written consent; provided, that such consent shall not be required in connection with the closing of a Fundamental Transaction where the Note is repaid in full at or prior to the closing of such Fundamental Transaction; (jl) Borrower fails in any material respect to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share Common Stock without ten (“Common Stock”10) without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00500,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to observe or perform perform, in any material respect, any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mp) Borrower breaches Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches, in any material respect, any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth occurrence of any event specified in 4.1(bSection 4.1(i) above shall only apply to the first three (3p) occurrences and shall not apply to any occurrences thereafterbe considered an Event of Default hereunder if such event is cured within forty-five (45) days of the occurrence of such event.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (iii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) Borrower shall fail to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (bv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cvi) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvii) Borrower makes shall make a general assignment for the benefit of creditors; or (eviii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fix) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gx) Borrower defaults shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (xi) Borrower shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (xii) Borrower shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxiii) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixiv) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxv) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xvi) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxvii) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (l) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mxix) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall Borrower’s Common Stock is not apply to any occurrences thereafterDTC Eligible.
Defaults. The occurrence of any of the following are events shall be an event of default under this Note (each, an “Event of Default”); provided, however, that the occurrence of an event described in Section 4.1(i) shall not be considered an Event of Default if such event is cured within five (5) Trading Days of its occurrence and the occurrence of any event described in Section 4.1(iii) – (xvii) shall not be considered an Event of Default if such event is cured within fifteen (15) Trading Days of its occurrence: (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (biii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00500,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxvii) Borrower breaches shall fail to be DWAC Eligible; or (xviii) the value (determined using the Market Price (for purposes of this reference only, as defined in the Pledge Agreement)) of the Collateral Shares is less than the Required Market Value (as defined in the Pledge Agreement) on any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterTrading Day.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Company fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Company fails to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days60)days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower Company fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Company effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Company fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mq) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower generally fails to pay, becomes insolvent or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (de) Borrower makes a general assignment for the benefit of creditors; (ef) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is and such proceeding shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) calendar days; (gh) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement covenant of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, representation or warranty or other statement made or furnished by oron behalf of Borrower to Lender herein or in any Transaction Document, Document in connection with the issuance of this Note is false, incorrect, incomplete false or misleading in any material respect when made or furnishedmade; (ij) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jk) Borrower fails to maintain the Transfer Agent Reserve as required under the Purchase Agreement or to add shares to the Transfer Agent Reserve as required under the Purchase Agreement within three (3) Trading Days of Borrower’s receipt of a written notice from Lender requesting an increase in the Transfer Agent Reserve; (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (km) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (ln) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachbe DWAC Eligible; or (mo) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower fails to maintain the Share Reserve (as defined in the Purchase Agreement) as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share Common Stock without five (“Common Stock”5) without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to be DWAC Eligible; (p) Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained in any Other Agreements; (q) the Common Stock fails to be listed or quoted for trading on any of (i) NYSE, (ii) NASDAQ, (iii) OTCQX, (iv) OTCQB or (v) OTC Pink Current Information; (r) trading in Company’s Common Stock is suspended, halted, chilled, frozen, reaches zero bid or otherwise ceases on Company’s principal trading market; (s) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty Agreement (30) calendar days following other than the occurrence of the applicable breachcovenant with respect to Unapproved Variable Security Issuances); or (mt) Borrower breaches makes any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereofUnapproved Variable Security Issuance. Notwithstanding the foregoing, the cure period set forth occurrence of any of the events described in 4.1(bSection 4.1(i) above shall only apply to the first three (3s) occurrences and shall not apply to any occurrences thereafterbe considered an Event of Default if such event is cured within five (5) days of the occurrence thereof.
Defaults. The following are events of default under this Note (each, an "Event of Default"): (a) Borrower fails (or a third party on behalf of Borrower) shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower shall fail to deliver any Conversion Shares or True-Up Shares (as defined below) in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (de) Borrower makes shall make a general assignment for the benefit of creditors; (ef) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gh) Borrower defaults Borrower, ADP, or Derrick shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 6 of the Purchase Exchange Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower Borrower, ADP, or Derrick, to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (ij) the occurrence of a Fundamental Transaction without Lender’s 's prior written consent; (jk) Borrower shall fail to maintain the Share Reserve as required under Section 13 below; (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (km) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (ln) Borrower fails shall fail to be DWAC Eligible; or (o) Borrower shall fail to observe or perform any covenant set forth in Section 4 6 of the Purchase Exchange Agreement. Notwithstanding anything herein to the contrary, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained an event described in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(bSection 4(a) above shall only apply to not be considered an Event of Default if at the first three (3) occurrences and shall not apply to any occurrences thereaftertime of such occurrence the Subordination Agreement is still in effect.
Appears in 1 contract Activecare, Inc.,
Defaults. The Subject to the terms of this Section 4.1, the following are events of default under this Note (each, an “Event of Default”): (a1) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1; or 2) Business DayBorrower shall fail to deliver any Conversion Shares in accordance with the terms hereof; (bor 3) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cor 4) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (dor 5) Borrower makes shall make a general assignment for the benefit of creditors; (eor 6) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (for 7) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) calendar days; (g) or 8) Borrower defaults shall default or otherwise fails fail to observe or perform in any material respect, any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 1) and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hor 9) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (ior 10) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jor 11) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or 12) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kor 13) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00500,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty sixty (3060) calendar days unless otherwise consented to by Lender; (lor 14) Borrower fails shall fail to be DWAC Eligible; or 15) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; or 16) Borrower shall fail to repay all Variable Price Securities (as defined in the Purchase Agreement), which default continues for a period of other than this Note, within thirty (30) calendar days of the date hereof; or 17) the value of the Pledged Shares is less than the Required Market Value (as defined in the Pledge Agreement) on any Trading Day after November 1, 2015. Notwithstanding the above, until the date which occurs six months after the Effective Date, the Company shall have a period of fifteen (15) days following written notice from the Lender of the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period event set forth in 4.1(bSection 4.1 (h), (k), (n) or (o) above shall only apply to the first three (3) occurrences and shall not apply cure such failure or default prior to any occurrences thereaftersuch failure or default becoming an Event of Default hereunder.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (iii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) Borrower shall fail to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (bv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cvi) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvii) Borrower makes shall make a general assignment for the benefit of creditors; or (eviii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fix) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gx) Borrower defaults shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (xi) Borrower shall default or otherwise fails fail to observe or perform any material covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (xii) Borrower shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to sell Conversion Shares or True-Up Shares pursuant to Rule 144, provided that in the event Borrower thereofis unable to make such filings in a timely manner due to any event outside of its reasonable control, it shall have an additional five (5) days from the date such filings were due to cure any deficient filings; or (hxiii) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixiv) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (“Common Stock”) without twenty (20) Business Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ); (kxvi) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (l) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mxvii) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall Borrower’s Common Stock is not apply to any occurrences thereafterDTC Eligible.
Defaults. The following are events of default under this Note (each, an "Event of Default"): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hG) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s 's prior written consent; (jI) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails to be DWAC Eligible; (p) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mq) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, or waivers; (df) Borrower makes a general assignment for the benefit of creditors; (eg) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform (after giving effect to any grace period) any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof4.1; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consentconsent unless either (1) 100% of the Outstanding Balance due on this Note is paid in full in connection with such Fundamental Transaction or (2) shares of the Borrower’s common stock are still traded on the NYSE, Nasdaq, OTCQX or OTCQB following consummation of the such Fundamental Transaction; (jl) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed in connection with NASDAQ)a Fundamental Transaction; (kn) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (l) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mo) Borrower Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches any material covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty Agreements (30) calendar days following notice by Lender after giving effect to Borrower thereofany grace periods therein or any waivers). Notwithstanding the foregoing, the cure period set forth occurrence of any event specified in 4.1(bSection 4.1(i) above shall only apply to the first three (3o) occurrences and shall not apply to any occurrences thereafterbe considered an Event of Default hereunder if such event is cured within fifteen (15) days of the occurrence of such event.
Appears in 1 contract Note (Cancer Genetics, Inc),
Defaults. The following are events of default under this Note (each, an "Event of Default"): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (biii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, ,condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 0; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s 's prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxvii) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender Borrower's Common Stock shall fail to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterbe DTC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; or (b) Borrower shall fail to deliver any Conversion Shares in accordance with the terms hereof; or (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cd) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (de) Borrower makes shall make a general assignment for the benefit of creditors; or (ef) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fg) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gh) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty ; or (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ij) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jk) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (km) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (ln) Borrower fails shall fail to deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Price Date; or (o) Borrower shall fail to be DTC Eligible; or (p) Borrower shall default or otherwise fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes shall make a general assignment for the benefit of creditors; (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower’s Common Stock shall fail to be DTC Eligible; or (p) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; provided, which default continues for a period of thirty however, that if Borrower files the Registration Statement (30as defined in the Purchase Agreement) calendar days following the occurrence when and as required by Section 4(ix) of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other AgreementsPurchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoingbut it does not subsequently become effective, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and such shall not apply be deemed an Event of Default, but, in such case, Lender shall not be required to provide Borrower with any occurrences thereafteradditional amounts or funding under any of the Transaction Documents.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; (c) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (ce) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (df) Borrower makes shall make a general assignment for the benefit of creditors; (eg) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fh) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gi) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hj) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (ik) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jl) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; (m) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kn) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lo) Borrower fails shall fail to be DWAC Eligible; or (p) Borrower shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Conversion Shares pursuant to Section 2 above in accordance with the terms hereof; or (biii) Borrower shall fail to deliver any Conversion Shares pursuant to Section 3 above in accordance with the terms hereof; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall default or otherwise fails fail to observe or perform in any material respect any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxvii) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall is not apply to any occurrences thereafterDTC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one (1) Business Day; (b) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cd) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (de) Borrower makes a general assignment for the benefit of creditors; (ef) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (fg) an involuntary bankruptcy proceeding is commenced or filed against Borrower which is not dismissed or discharged within sixty (60) calendar daysBorrower; (gh) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof; (hi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein or herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; (ij) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jk) Borrower fails to maintain the Share Reserve as required under the Purchase Agreement; (l) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (km) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (ln) Borrower fails to be DWAC Eligible; (o) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breach; or (mp) Borrower Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Note breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafter.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a1) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one ; or 2) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or 3) Borrower shall fail to deliver any Installment Conversion Shares (1as defined below) Business Dayor True-Up Shares (as defined below) in accordance with the terms hereof; (bor 4) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (cor 5) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (dor 6) Borrower makes shall make a general assignment for the benefit of creditors; (eor 7) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) or 8) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (g9) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof4.1; (hor 10) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or 11) Borrower shall (i) terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination, or (ii) become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and annual reports and any other filings that are necessary to enable Lender to sell Conversion Shares or True-Up Shares pursuant to Rule 144; or 12) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (jor 13) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or 14) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender (other than such splits effectuated to remain listed with NASDAQ)Lender; (kor 15) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000.00, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; (lor 16) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (m17) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender shall fail to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall not apply to any occurrences thereafterbe DWAC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (biii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxvii) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall is not apply to any occurrences thereafterDWAC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal within five (5) days of the date when it is due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (iii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) Borrower shall fail to pay any interest, fees, charges, or any other amount within five (5) days of the date when it is due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (bv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cvi) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvii) Borrower makes shall make a general assignment for the benefit of creditors; or (eviii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fix) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gx) Borrower defaults shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC, provided that Borrower shall have a period of five (5) days from the date any filing is due to cure such delinquency; or (xi) Borrower shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement4.1, which default continues for provided that Borrower shall have a period of thirty five (305) calendar days following notice by from the date performance is otherwise required to cure any such breach (other than its covenants, obligations, agreements and conditions specifically set forth in this Section 4.1); or (xii) Borrower shall fail to timely file all required quarterly and annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxiii) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixiv) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxv) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement, provided that Borrower shall have a period of five (5) days from the date Lender delivers written notice to Borrower to cure any such breach; or (xvi) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxvii) any money judgment, judgment or writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00250,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxviii) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase AgreementBorrower’s Common Stock is not DTC Eligible, which default continues for provided that if Borrower’s Common Stock is not DTC Eligible, it shall have a period of thirty five (305) calendar days following the occurrence of the applicable breach; or (m) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to from the first three (3) occurrences and date its Common Stock is no longer DTC Eligible to cause its Common Stock to once again become DTC Eligible before such failure shall not apply to any occurrences thereafterconstitute an Event of Default hereunder.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Conversion Shares in accordance with the terms hereof; or (biii) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; (civ) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dv) Borrower makes shall make a general assignment for the benefit of creditors; or (evi) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fvii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gviii) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (ix) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares pursuant to Rule 144; or (hx) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixi) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiii) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Lender; or (other than such splits effectuated to remain listed with NASDAQ); (kxiv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxv) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxvi) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall is not apply to any occurrences thereafterDWAC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal or any principal, interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1ii) Business DayBorrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (biii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cv) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvi) Borrower makes shall make a general assignment for the benefit of creditors; or (evii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fviii) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gix) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 4.1; or (x) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxi) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiii) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xiv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxv) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00100,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvi) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxvii) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall Borrower’s Common Stock is not apply to any occurrences thereafterDTC Eligible.
Defaults. The following are events of default under this Note (each, an “Event of Default”): (ai) Borrower fails shall fail to pay any principal when due and payable (or payable by Conversion) hereunder; or (ii) Borrower shall fail to deliver any Lender Conversion Shares in accordance with the terms hereof; or (iii) Borrower shall fail to deliver any Installment Conversion Shares (as defined below) or True-Up Shares (as defined below) in accordance with the terms hereof; or (iv) Borrower shall fail to pay any interest, fees, charges, or any other amount when due and payable (or payable by Conversion) hereunder, which default remains uncured for a period of one ; or (1) Business Day; (bv) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for thirty twenty (3020) calendar days or shall not be dismissed or discharged within sixty (60) calendar days; or (cvi) Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (dvii) Borrower makes shall make a general assignment for the benefit of creditors; or (eviii) Borrower files shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (fix) an involuntary bankruptcy proceeding is shall be commenced or filed against Borrower which is not dismissed Borrower; or discharged within sixty (60) calendar days; (gx) Borrower defaults shall default or otherwise fails fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined in the Purchase Agreement)Document, other than those specifically set forth in this Section 4.1 ; or (xi) Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC or shall fail to timely file all required quarterly and Section 4 of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following notice by annual reports and any other filings that are necessary to enable Lender to Borrower thereofsell Conversion Shares or True-Up Shares pursuant to Rule 144; or (hxii) any representation, warranty or other statement made or furnished by oron or on behalf of Borrower to Lender herein or herein, in any Transaction Document, is or otherwise in connection with the issuance of this Note shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or (ixiii) the occurrence of a Fundamental Transaction without Lender’s prior written consent; or (jxiv) Borrower shall fail to maintain the Share Reserve as required under the Purchase Agreement; or (xv) Borrower effectuates a reverse split of its common stock, $0.0001 par value per share (“Common Stock”) Stock without twenty (20) Business Trading Days prior written notice to Lender Borrower; or (other than such splits effectuated to remain listed with NASDAQ); (kxvi) any money judgment, writ or similar process is shall be entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $1,000,000.00500,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty twenty (3020) calendar days unless otherwise consented to by Lender; or (lxvii) Borrower fails shall fail to observe or perform any covenant set forth in Section 4 deliver to Lender original signature pages to all Transaction Documents within five (5) Trading Days of the Purchase Agreement, which default continues for a period of thirty (30) calendar days following the occurrence of the applicable breachPrice Date; or (mxviii) Borrower breaches any covenant or other term or condition contained in any Other Agreements, which default continues for a period of thirty (30) calendar days following notice by Lender to Borrower thereof. Notwithstanding the foregoing, the cure period set forth in 4.1(b) above shall only apply to the first three (3) occurrences and shall is not apply to any occurrences thereafterDWAC Eligible.