Common use of Failure to Make Payment Clause in Contracts

Failure to Make Payment. In the event of the occurrence of an Event of Default described in Section 5(f), Company will, upon demand of the Noteholder, pay to the Noteholder the whole amount then due and payable on this Subordinated Note for principal and interest (without acceleration), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If Company fails to pay such amount upon such demand, the Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note or an Event of Default, until such failure or Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 16 hereof, the Company shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Company’s capital stock, (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Company that rank equal with or junior to the Subordinated Notes, or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s common stock, (ii) any declaration of a noncash dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) as a result of a reclassification of Company’s capital stock or the exchange or conversion of one class or series of Company’s capital stock for another class or series of Company’s capital stock, (iv) the purchase of fractional interests in shares of Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (v) purchases of any class of Company’s common stock related to the issuance of common stock or rights under any benefit plans for Company’s directors, officers or employees or any of Company’s dividend reinvestment and stock purchase plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu of an award recipient’s tax obligations under any equity award).

Failure to Make Payment. In the event of the occurrence of an Event of Default described in under Section 5(f)5(a) or Section 5(b) above, Company Issuer will, upon demand of the Noteholder, pay to the Noteholder the whole amount then due and payable on this Subordinated Note for principal and interest (without accelerationacceleration of the Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If Company the Issuer fails to pay such amount upon such demand, the Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against Company the Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of Companythe Issuer. Upon the occurrence of a failure by the Company Issuer to make any required payment of principal or interest on this Subordinated the Note or an Event of Default, until such failure or Event of Default is cured by the Company Issuer or waived by the Noteholders in accordance with Section 16 19 (Waiver and Consent) hereof, the Company Issuer shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Companythe Issuer’s capital stock, (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Company the Issuer that rank equal with or junior to the Subordinated Notes, or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Companythe Issuer’s common stock, ; (ii) any declaration of a noncash dividend in connection with the implementation of a stockholdersshareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (iii) as a result of a reclassification of Companythe Issuer’s capital stock or the exchange or conversion of one class or series of Companythe Issuer’s capital stock for another class or series of Companythe Issuer’s capital stock, ; (iv) the purchase of fractional interests in shares of Companythe Issuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; or (v) purchases of any class of Companythe Issuer’s common stock related to the issuance of common stock or rights under any benefit plans for Companythe Issuer’s directors, officers or employees or any of Companythe Issuer’s dividend reinvestment and stock purchase plans (including, without limitation, any repurchases plans. The limitations imposed by the provisions of this Section 8 shall apply whether or acquisitions in connection with not the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu Noteholder has notified the Issuer of an award recipient’s tax obligations under any equity award)Event of Default.

Failure to Make Payment. In the event of failure by the occurrence Issuer to make any required payment of an Event principal or interest on this Note (and, in the case of Default described in Section 5(fpayment of interest, such failure to pay shall have continued for 30 calendar days), Company the Issuer will, upon demand of the Noteholderholder, pay to the Noteholder holder the whole amount then due and payable on this Subordinated Note for principal and interest (without acceleration), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If Company the Issuer fails to pay such amount upon such demand, the Noteholder holder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against Company the Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of Companythe Issuer. Upon the occurrence of a failure by the Company Issuer to make any required payment of principal or interest on this Subordinated Note or an Event of Default, until such failure or Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 16 hereofNote, the Company Issuer shall not (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Companythe Issuer’s capital stock, stock or make any guarantee payments with respect to the foregoing or (bii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Company the Issuer that rank equal pan passu in all respects with or junior in interest to the Subordinated NotesNotes (other than, or (c) make any payments under any guarantee that ranks equal with or junior respect to the Subordinated Notes, other than clauses (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s common stock, and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Issuer in connection with any declaration employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a noncash dividend reinvestment or stock purchase plan or in connection with the implementation of a stockholders’ rights plan, or the issuance of capital stock under any of the Issuer (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable failure to make a required payment, (iiib) as a result of a reclassification any exchange or conversion of Companyany class or series of the Issuer’s capital stock for any class or series of the Issuer’s capital stock or the exchange or conversion of one any class or series of Companythe Issuer’s capital stock indebtedness for another any class or series of Companythe Issuer’s capital stock, (ivc) the purchase of fractional interests in shares of Companythe Issuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders’ rights plan, or (v) purchases of any class of Company’s common stock related to the issuance of common rights, stock or rights other property under any benefit plans for Company’s directors, officers or employees or any of Company’s dividend reinvestment and stock purchase plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any optionstockholders’ rights plan, or acceptance the redemption or repurchase of Common Shares rights pursuant thereto or (e) any dividend in the form of stock, warrants, options or other rights in the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of an award recipient’s tax obligations under any equity awardfractional shares issued in connection therewith).

Failure to Make Payment. In the event of the occurrence of an Event of Default described in Section 5(f), Company Issuer will, upon demand of the Noteholder, pay to the Noteholder the whole amount then due and payable on this Subordinated Note for principal and interest (without acceleration), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If Company Issuer fails to pay such amount upon such demand, the Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against Company Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of CompanyIssuer. Upon During the occurrence continuance of a failure by the Company to make any required payment of principal or interest on this Subordinated Note or such an Event of DefaultDefault described in Section 5(f), until such failure or Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 16 hereof, the Company Issuer shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of CompanyIssuer’s capital stock, (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Company Issuer that rank equal with or junior to the Subordinated Notesthis Note, or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notesthis Note, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of CompanyIssuer’s common stock, (ii) any declaration of a noncash dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) as a result of a reclassification of CompanyIssuer’s capital stock or the exchange or conversion of one class or series of CompanyIssuer’s capital stock for another class or series of CompanyIssuer’s capital stock, (iv) the purchase of fractional interests in shares of CompanyIssuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (v) purchases of any class of CompanyIssuer’s common stock related to the issuance of common stock or rights under any of benefit plans for CompanyIssuer’s directors, officers or employees or any of CompanyIssuer’s dividend reinvestment and stock purchase plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu of an award recipient’s tax obligations under any equity award)plans.

Failure to Make Payment. In the event of failure by the occurrence Issuer to make any required payment of an Event principal or interest on this Note (and, in the case of Default described in Section 5(fpayment of interest, such failure to pay shall have continued for thirty (30) calendar days), Company the Issuer will, upon demand of the NoteholderHolder, pay to the Noteholder Holder the whole amount then due and payable on this Subordinated Note for principal and interest (without accelerationacceleration of the Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If Company the Issuer fails to pay such amount upon such demand, the Noteholder Holder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against Company the Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of Companythe Issuer. Upon the occurrence of a failure by the Company Issuer to make any required payment of principal or interest on this Subordinated Note the Note, or an Event of Default, Default until such failure or Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 16 hereofIssuer, the Company Issuer shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Companythe Issuer’s capital stock, (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Company the Issuer that rank equal with or junior to the Subordinated Notes, or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Companythe Issuer’s common stock, ; (ii) any declaration of a noncash dividend in connection with the implementation of a stockholdersshareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (iii) as a result of a reclassification of Companythe Issuer’s capital stock or the exchange or conversion of one class or series of Companythe Issuer’s capital stock for another class or series of Companythe Issuer’s capital stock, ; (iv) the purchase of fractional interests in shares of Companythe Issuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; or (v) purchases of any class of Companythe Issuer’s common stock related to the issuance of common stock or rights under any benefit plans for Companythe Issuer’s directors, officers or employees or any of Companythe Issuer’s dividend reinvestment and stock purchase plans (including, without limitation, any repurchases plans. The limitations imposed by the provisions of this Section 8 shall apply whether or acquisitions in connection with not the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu Holder has notified the Issuer of an award recipient’s tax obligations under any equity award)Event of Default.

Failure to Make Payment. In the event of the occurrence of an Event of Default described in Section 5(f), Company will, upon demand of the Noteholder, pay to the Noteholder the whole amount then due and payable on this Subordinated Note for principal and interest (without acceleration), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If Company fails to pay such amount upon such demand, the Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of Company. Upon During the occurrence continuance of a failure by the Company to make any required payment of principal or interest on this Subordinated Note or such an Event of DefaultDefault described in 5(f), until such failure or Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 16 hereof, the Company shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Company’s capital stock, (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Company that rank equal with or junior to the Subordinated Notes, or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s common stock, (ii) any declaration of a noncash dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) as a result of a reclassification of Company’s capital stock or the exchange or conversion of one class or series of Company’s capital stock for another class or series of Company’s capital stock, (iv) the purchase of fractional interests in shares of Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (v) purchases of any class of Company’s common stock related to the issuance of common stock or rights under any of Company’s benefit plans for Company’s directors, officers or employees or any of Company’s dividend reinvestment and stock purchase plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu of an award recipient’s tax obligations under any equity award)plans.

Failure to Make Payment. In the event of failure by the occurrence Company to make any required payment of an Event principal or interest when due on this Note (and, in the case of Default described in Section 5(fpayment of interest, such failure to pay shall have continued for 30 days), the Company will, upon demand of the NoteholderHolder, pay to the Noteholder Holder the whole amount then due and payable on this Subordinated Note for principal and interest (without acceleration), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the Noteholder Holder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note or an Event of Default, until such failure or Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 16 hereofNote, the Company shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s 's capital stock, (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank equal with or junior to the Subordinated Notes, or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Company’s 's common stock, ; (ii) any declaration of a noncash dividend in connection with the implementation of a stockholders’ shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (iii) as a result of a reclassification of Company’s 's capital stock or the exchange or conversion of one class or series of Company’s 's capital stock for another class or series of Company’s 's capital stock, ; (iv) the purchase of fractional interests in shares of Company’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; or (v) purchases of any class of Company’s 's common stock related to the issuance of common stock or rights under any of benefit plans for Company’s 's directors, officers or employees or any of Company’s 's dividend reinvestment and stock purchase plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu of an award recipient’s tax obligations under any equity award)plans.

Failure to Make Payment. In the event of failure by the occurrence Issuer to make any required payment of an Event principal or interest on this Note (and, in the case of Default described in Section 5(fpayment of interest, such failure to pay shall have continued for 30 calendar days), Company the Issuer will, upon demand of the Noteholder, pay to the Noteholder the whole amount then due and payable on this Subordinated Note for principal and interest (without acceleration), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If Company the Issuer fails to pay such amount upon such demand, the Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against Company the Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of Companythe Issuer. Upon the occurrence of a failure by the Company Issuer to make any required payment of principal or interest on this Subordinated Note or an Event of Default, until such failure or Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 16 hereofNote, the Company Issuer shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Companythe Issuer’s capital stock, (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Company the Issuer that rank equal with or junior to the Subordinated Notes, or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of CompanyIssuer’s common stock, ; (ii) any declaration of a noncash dividend in connection with the implementation of a stockholdersshareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (iii) as a result of a reclassification of CompanyIssuer’s capital stock or the exchange or conversion of one class or series of CompanyIssuer’s capital stock for another class or series of CompanyIssuer’s capital stock, ; (iv) the purchase of fractional interests in shares of CompanyIssuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; or (v) purchases of any class of CompanyIssuer’s common stock related to the issuance of common stock or rights under any of benefit plans for CompanyIssuer’s directors, officers or employees or any of CompanyIssuer’s dividend reinvestment and stock purchase plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu of an award recipient’s tax obligations under any equity award)plans.

Failure to Make Payment. In the event of failure by the occurrence Issuer to make any required payment of an Event principal or interest on this Note (and, in the case of Default described in Section 5(fpayment of interest, such failure to pay shall have continued for fifteen (15) calendar days), Company the Issuer will, upon demand of the NoteholderHolder, pay to the Noteholder Holder the whole amount then due and payable on this Subordinated Note for principal and interest (without accelerationacceleration of the Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If Company the Issuer fails to pay such amount upon such demand, the Noteholder Holder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against Company the Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of Companythe Issuer. Upon the occurrence of a failure by the Company Issuer to make any required payment of principal or interest on this Subordinated Note the Note, or an Event of Default, Default until such failure or Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 16 hereofIssuer, the Company Issuer shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Companythe Issuer’s capital stock, (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Company the Issuer that rank equal with or junior to the Subordinated Notes, or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Companythe Issuer’s common stock, ; (ii) any declaration of a noncash dividend in connection with the implementation of a stockholdersshareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (iii) as a result of a reclassification of Companythe Issuer’s capital stock or the exchange or conversion of one class or series of Companythe Issuer’s capital stock for another class or series of Companythe Issuer’s capital stock, ; (iv) the purchase of fractional interests in shares of Companythe Issuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; or (v) purchases of any class of Companythe Issuer’s common stock related to the issuance of common stock or rights under any benefit plans for Companythe Issuer’s directors, officers or employees or any of Companythe Issuer’s dividend reinvestment and stock purchase plans (including, without limitation, any repurchases plans. The limitations imposed by the provisions of this Section 8 shall apply whether or acquisitions in connection with not the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu Holder has notified the Issuer of an award recipient’s tax obligations under any equity award)Event of Default.

Failure to Make Payment. In the event of the occurrence of an Event of Default described in Section 5(f), Company Issuer will, upon demand of the Noteholder, pay to the Noteholder the whole amount then due and payable on this Subordinated Note for principal and interest (without acceleration), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If Company Issuer fails to pay such amount upon such demand, the Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against Company Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of CompanyIssuer. Upon During the occurrence continuance of a failure by the Company to make any required payment of principal or interest on this Subordinated Note or such an Event of DefaultDefault described in Section 5(f), until such failure or Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 16 hereof, the Company Issuer shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of CompanyIssuer’s capital stock, (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Company Issuer that rank equal with or junior to the Subordinated Notes, or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of CompanyIssuer’s common stock, (ii) any declaration of a noncash dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) as a result of a reclassification of CompanyIssuer’s capital stock or the exchange or conversion of one class or series of CompanyIssuer’s capital stock for another class or series of CompanyIssuer’s capital stock, (iv) the purchase of fractional interests in shares of CompanyIssuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (v) purchases of any class of CompanyIssuer’s common stock related to the issuance of common stock or rights under any of Issuer’s benefit plans for CompanyIssuer’s directors, officers or employees or any of CompanyIssuer’s dividend reinvestment and stock purchase plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu of an award recipient’s tax obligations under any equity award)plans.

Failure to Make Payment. In the event of failure by the occurrence Issuer to make any required payment of an Event principal or interest on this Note (and, in the case of Default described in Section 5(fpayment of interest, such failure to pay shall have continued for 15 calendar days), Company the Issuer will, upon demand of the NoteholderHolder, pay to the Noteholder Holder the whole amount then due and payable on this Subordinated Note for principal and interest (without accelerationacceleration of the Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If Company the Issuer fails to pay such amount upon such demand, the Noteholder Holder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against Company the Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of Companythe Issuer. Upon the occurrence of a failure by the Company Issuer to make any required payment of principal or interest on this Subordinated Note the Note, or an any other Event of Default, Default until such failure or Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 16 hereofIssuer, the Company Issuer shall not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Companythe Issuer’s capital stock, (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Company the Issuer that rank equal with or junior to the Subordinated Notes, or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of Companythe Issuer’s common stock, ; (ii) any declaration of a noncash dividend in connection with the implementation of a stockholdersshareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (iii) as a result of a reclassification of Companythe Issuer’s capital stock or the exchange or conversion of one class or series of Companythe Issuer’s capital stock for another class or series of Companythe Issuer’s capital stock, ; (iv) the purchase of fractional interests in shares of Companythe Issuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; or (v) purchases of any class of Companythe Issuer’s common stock related to the issuance of common stock or rights under any benefit plans for Companythe Issuer’s directors, officers or employees or any of Companythe Issuer’s dividend reinvestment and stock purchase plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of Common Shares in lieu of an award recipient’s tax obligations under any equity award)plans.