Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voided.
Appears in 7 contracts
Samples: Purchase Agreement (Samson Investment CO), Purchase Agreement (Samson Investment CO), Purchase Agreement (X-Change Corp)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Company shall promptly deliver this Note to the Corporationapplicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the CorporationCompany’s receipt of such notice otherwise (such date, the “Change of Control Redemption Notice otherwiseDate”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Note Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable a Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Note Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) to the Holder representing such Conversion Note Amount and (z) the Conversion Price of this Note or such new Notes shall to be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedredeemed.
Appears in 7 contracts
Samples: Loan Agreement (Hepion Pharmaceuticals, Inc.), Zoomcar Holdings, Inc., Foxo Technologies Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) five Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) five Business Days after the Corporation’s Company's receipt of such Change of Control notice otherwise. The Company shall deliver the Optional Redemption Price to the Holder on the Optional Redemption Date specified in the Optional Redemption Notice otherwiseas specified in Section 8. In the event of a redemption of less than all of the Conversion Amount Principal of this NoteNote and provided that the Holder has delivered this Note to the Company, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In If the event that Company fails to pay the Corporation does not pay Holder the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, by written notice to the Company, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted or called for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) to the Holder representing the sum of such Conversion Amount to be redeemed together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Sale Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the Redemption Notice is voided. The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Security Devices International Inc.), Securities Purchase Agreement (Security Devices International Inc.), Securities Purchase Agreement (Security Devices International Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter (the Holder shall promptly deliver this Note to the Corporation“Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation The Company shall deliver the applicable Company Mandatory Redemption Price to the Holder in cash on the Change applicable Company Mandatory Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, at the option of Control the Holder delivered in writing to the Company, the applicable Redemption Price concurrently hereunder shall be increased by the amount of such cash payment owed to the Holder under any such other agreement, document, certificate or other instrument delivered in connection with the consummation of transactions contemplated hereby and thereby and, upon payment in full in accordance herewith, shall satisfy the Company’s payment obligation under such Change of Control if such Change of Control Redemption Notice is received by other agreement, document, certificate or other instrument delivered in connection with the Corporation prior to the consummation of such Change of Control transactions contemplated hereby and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwisethereby. In the event of a redemption of less than all of the Conversion Outstanding Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m12(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Outstanding Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Outstanding Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m12(d)) ), to the Holder representing such Conversion Amount Holder, and (z) in each case the Conversion Price principal amount of this Note or such new Notes Note (as the case may be) shall be adjusted increased by an amount equal to the lesser of difference between (A1) the Conversion applicable Redemption Price (as in effect on the case may be, and as adjusted pursuant to this Section 7, if applicable) minus (2) the Principal portion of the Outstanding Amount submitted for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered such notice with respect to the Corporation and ending on and including the date on which the Redemption Notice is voidedOutstanding Amount subject to such notice.
Appears in 4 contracts
Samples: Amendment Agreement (Repros Therapeutics Inc.), Agreement (Repros Therapeutics Inc.), Amendment Agreement (Repros Therapeutics Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Company shall promptly deliver this Note to the Corporationapplicable Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder or the Company has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the Corporation’s receipt delivery to the Company or the Holder, as applicable, of such notice otherwise (such date, the “Change of Control Redemption Notice otherwiseDate”). The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Redemption Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m13(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Redemption Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, Redemption Amount and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m13(d)) to the Holder representing such Conversion Redemption Amount to be redeemed. The Holder’s delivery of a notice voiding a Redemption Notice and (z) exercise of its rights following such notice shall not affect the Conversion Price Company’s obligations to make any payments of this Note or such new Notes shall be adjusted any amount, including Late Charges, which have accrued prior to the lesser date of (A) the Conversion Price as in effect on the date on which such notice with respect to the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered Amount subject to the Corporation and ending on and including the date on which the Redemption Notice is voidedsuch notice.
Appears in 3 contracts
Samples: Fourth Supplemental Agreement (Acacia Research Corp), Third Supplemental Agreement (Acacia Research Corp), Second Supplemental Agreement (Acacia Research Corp)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the CorporationCompany’s receipt obligations to make any payments of Late Charges which have accrued prior to the date of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void notice with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or subject to such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidednotice.
Appears in 3 contracts
Samples: Dolphin Entertainment, Inc., Dolphin Entertainment, Inc., Dolphin Entertainment, Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has Required Holders have submitted a Holders Change of Control Redemption Notice in accordance with Section 3(f)(iv5(a), then the Corporation Company shall deliver to the Holder the applicable Holders Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation at least three (3) Business Days prior to the consummation of such Change of Control and (ii) within seven five (75) Business Days after the CorporationCompany’s receipt of such notice otherwise. If the Company has submitted a Company Change of Control Redemption Notice otherwisein accordance with Section 5(b), then the Company shall deliver the applicable Company Change of Control Redemption Price to the Holder within five (5) Business Days after the consummation of such Change of Control. In the event of a redemption of a Conversion Amount which is less than all of the Conversion Amount outstanding Principal of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m14(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (xA) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (yB) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m14(d)) to the Holder representing such Conversion Amount to be redeemed and (zC) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 3 contracts
Samples: Adcare Health Systems, Inc, Adcare Health Systems, Inc, Adcare Health Systems, Inc
Mechanics. In the event that the Holder has sent a Redemption Upon receipt of an Exercise Notice to the Corporation pursuant to Section 3(f)(iv1 above, the Company shall, (A) in the case of a Cash Exercise, no later than the close of business on the later to occur of (i) the third (3rd) business day following the Exercise Date specified in such Exercise Notice and (ii) the date on which the Company shall have received payment of the Exercise Price, (B) in the case of a Cashless Exercise (as defined below), no later than the close of business on the third (3rd) business day following the Exercise Date specified in such Exercise Notice, and (C) with respect to Warrant Shares that are the subject of a Dispute Procedure, the close of business on the third (3rd) business day following the determination made pursuant to Section 1(b) (each of the dates specified in (A), (B) or Section 4(b(C) being referred to as a “Delivery Date”), the Holder shall promptly submit this Note issue and deliver or caused to the Corporation in accordance with this Section 6. The Corporation shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver be delivered to the Holder the Change number of Control Redemption Price concurrently Warrant Shares as shall be determined as provided herein. The Company shall effect delivery of Warrant Shares to the Holder, as long as the Company’s designated transfer agent or co-transfer agent in the United States for the Common Stock (the “Transfer Agent”) participates in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (“FAST”) and no restrictive legend is required pursuant to the terms of this Warrant, the Securities Purchase Agreement or the Securities Act of 1933, as amended (the “Securities Act”), by crediting the account of the Holder or its nominee at DTC (as specified in the applicable Exercise Notice) with the consummation number of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause Warrant Shares required to be issued and delivered to delivered, no later than the Holder a new Note (in accordance with Section 3(m)) representing the outstanding Principal which has not been redeemedclose of business on such Delivery Date. In the event that the Corporation does Transfer Agent is not pay a participant in FAST, if the applicable Redemption Price Holder so specifies in a Exercise Notice or otherwise in writing on or before the Exercise Date or if a restrictive legend is required pursuant to the terms of this Warrant, the Securities Purchase Agreement or the Securities Act, the Company shall effect delivery of Warrant Shares by delivering to the Holder within or its nominee physical certificates representing such Warrant Shares, no later than the time period required, at any time thereafter and until the Corporation pays close of business on such unpaid Redemption Price in full, Delivery Date. Warrant Shares delivered to the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return not contain any restrictive legend unless such legend is required pursuant to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedSecurities Act.
Appears in 2 contracts
Samples: Bookham, Inc., Bookham, Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Company shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change applicable Bankruptcy Event of Control Default Redemption Notice Price in accordance with Section 3(f)(iv)4(c) (as applicable, the Corporation “Event of Default Redemption Date”). The Company shall deliver pay the applicable Redemption Price to the Holder the Change in cash by wire transfer of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received immediately available funds pursuant to wire instructions provided by the Corporation prior Holder in writing to the consummation Company on the applicable Event of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Default Redemption Notice otherwiseDate. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable a Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately promptly return this Note, or issue a new Note (in accordance with Section 3(m18(d)) to the Holder representing such Conversion Amount that was to have been redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 2 contracts
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Company shall promptly deliver this Note to the Corporationapplicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the "Event of Default Redemption Date"). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the Corporation’s Company's receipt of such notice otherwise (such date, the "Change of Control Redemption Notice otherwiseDate"). The Company shall deliver the applicable Optional Prepayment Price to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable a Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 2 contracts
Samples: Volcon, Inc., Volcon, Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Holder Optional Redemption Price to the Holder in cash on the applicable Holder Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voided.)
Appears in 2 contracts
Samples: Securities Purchase Agreement (Esports Entertainment Group, Inc.), Esports Entertainment Group, Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(a), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven on the later of the consummation of such Change of Control and the date five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Company shall deliver the applicable Holder Optional Redemption Price to the Holder in cash on the applicable Holder Optional Redemption Date. The Company shall deliver the applicable Cash Settlement Price to the Holder in cash on the applicable Conversion Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall Company shall, upon delivery by the Holder of its existing Note to the Company for cancellation, promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) ), to the Holder representing Holder, but none of the foregoing shall amend, modify or waive any Event of Default or Alternate Conversion Event, if any, then outstanding. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount and (z) the Conversion Price of this Note or subject to such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidednotice.
Appears in 2 contracts
Samples: Exchange Agreement (Amyris, Inc.), Exchange Agreement (Amyris, Inc.)
Mechanics. In The Company may exercise its right to Redemption under this Section 6 on the event that Trading Day immediately following any Equity Conditions Measuring Period by delivering a written notice thereof, by electronic mail to all, but not less than all, of the holders of the Warrants (each, a “Redemption Notice”, and the date thereof, each a “Redemption Notice Date”). For purposes of Section 2(a) hereof, “Redemption Notice” shall be deemed to replace “Notice of Exercise” for all purposes thereunder as if the Holder has sent delivered a Notice of Exercise to the Company on the Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b)Date, the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6mutatis mutandis. The Corporation shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Each Redemption Notice shall be null and void with respect irrevocable. The Company may only deliver one Redemption Notice in any given twenty (20) Trading Day period. Each Redemption Notice shall (x) state that the Company is electing to effect a Redemption on the thirtieth (30th) day (the “Redemption Date”) following the applicable Redemption Notice Date (such Conversion Amount30-day period, the “Redemption Period”), (y) state the Corporation shall immediately return this Note, or issue a new Note aggregate number of Warrant Shares to be exercised by the Holder (not in accordance with excess of the Maximum Redemption Share Amount) and all of the holders of the Warrants on the Redemption Date (subject to any adjustments thereto pursuant to Section 3(m)) 3 that may occur prior to the Holder representing such Conversion Amount Redemption Date), and (z) contain a certification from an officer or director of the Conversion Price Company that the Redemption Conditions shall have been satisfied as of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedDate.
Appears in 2 contracts
Samples: Felicitex Therapeutics Inc., Felicitex Therapeutics Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s valid Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Holder Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the Change of Control Redemption Price to the Holder, concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation Company prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change of Control Redemption Notice notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder (after such original Note has been delivered to the Company) a new Note (in accordance with Section 3(m17(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, Amount and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m17(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedAmount.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Antigenics Inc /De/), Securities Purchase Agreement (Antigenics Inc /De/)
Mechanics. In the The Corporation shall as promptly as practicable and --------- in any event that the Holder has sent within three days after delivery of a Redemption Subscription Notice as described above, execute and deliver or cause to the Corporation pursuant to Section 3(f)(iv) or Section 4(b)be executed and delivered, the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6such Subscription Notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in said Subscription Notice. The Corporation share certificate or certificates so delivered shall deliver be in such denominations as may be specified in such Subscription Notice or, if such Subscription Notice shall not specify denominations, in denominations of 100 shares each, and shall be issued in the applicable Event name of Default Redemption Price to the Holder within seven or such other name or names as shall be designated in such Subscription Notice. Such certificate or certificates shall be deemed, to have been issued (7and this Warrant or the portion thereof specified in the Subscription Notice shall be deemed to have been exercised) Business Days after the Corporation’s receipt and such Holder or any other Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares, as of the Holder’s Event of Default Redemption Notice and thereafter date the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption aforementioned Subscription Notice is received by the Corporation prior to Corporation, or delivery thereof is refused (the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise"EXERCISE DATE"). In the event of a redemption of less than all of the Conversion Amount of If this NoteWarrant shall have been exercised only in part, the Corporation shall promptly cause to be issued and delivered shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Note (Warrant evidencing the rights to purchase or convert the remaining shares of Common Stock called for by this Warrant, which new Warrant shall in accordance all other respects be identical with Section 3(m)) representing this Warrant, or, at the outstanding Principal request of the Holder, appropriate notation may be made on this Warrant which has not been redeemedshall then be returned to the Holder. In The Corporation shall pay all expenses, taxes and other charges payable in connection with the event that preparation, issuance and delivery of share certificates and new Warrants, except that, if share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Corporation does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedpayment.
Appears in 2 contracts
Samples: Note Purchase Agreement (Blue Rhino Corp), Registration Rights Agreement (Blue Rhino Corp)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(a), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven on the later of the consummation of such Change of Control and the date five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Company shall deliver the applicable Mandatory Redemption Price to the Holder in cash on the applicable Mandatory Redemption Date. The Company shall deliver the applicable Cash Settlement Price to the Holder in cash on the applicable Conversion Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall Company shall, upon delivery by the Holder of its existing Note to the Company for cancellation, promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice (if any) shall be null and void with respect to such Conversion Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) ), to the Holder representing Holder, but none of the foregoing shall amend, modify or waive any Event of Default or Alternate Conversion Event, if any, then outstanding. Upon the Company’s failure to pay any Redemption Price hereunder, on the date of such Conversion Amount and (z) failure the Conversion Price principal amount of this Note or such new Notes Note (as the case may be) shall automatically be adjusted increased by an amount equal to the lesser of difference between (A1) the Conversion applicable Redemption Price (as in effect on the case may be, and as adjusted pursuant to this Section 6, if applicable) minus (2) the Principal portion of the Outstanding Amount subject to redemption; provided, that this adjustment shall only apply to one Event of Default Redemption hereunder. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered such notice with respect to the Corporation and ending on and including the date on which the Redemption Notice is voidedConversion Amount subject to such notice.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter (the Holder shall promptly deliver this Note to the Corporation“Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the CorporationCompany’s receipt of such notice otherwise (such date, the “Change of Control Redemption Notice otherwiseDate”). The Company shall deliver the applicable Company Installment Redemption Price to the Holder on the applicable Installment Date. The Company shall deliver the Company Optional Redemption Price on the Company Optional Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instruction provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m21(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m21(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter Notice. In connection with the exercise of the Company Change of Control Redemption Right, the Company shall deliver the applicable Company Change of Control Redemption Price to the Holder shall promptly deliver this Note to concurrently with the Corporationconsummation of the Change of Control. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Holder Mandatory Redemption Price to the Holder within ten (10) Business Days (the “Holder Mandatory Redemption Date”) after the Company’s receipt of Control the applicable Holder Mandatory Redemption Notice otherwiseNotice. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m3(c)(iii) and Section 18(c)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(c)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Minrad International, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(a), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement Optional Redemption Date. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Company shall deliver the applicable Optional Redemption Amount to the Holder in cash on the applicable Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m20(d)) representing the outstanding Outstanding Principal Value of this Note which has not been redeemed. In 20(d)13 The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the event that the Corporation does not pay the applicable Redemption Price Company’s obligations to make any payments of Late Charges which have accrued prior to the Holder within the time period required, at any time thereafter and until the Corporation pays date of such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation notice with respect to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of subject to such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voided.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) five Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) five Business Days after the Corporation’s Company's receipt of such Change of Control notice otherwise. The Company shall deliver the applicable Holder Optional Redemption Notice otherwisePrice on the applicable Holder Optional Redemption Date. In the event of a redemption of less than all of the Conversion Amount Principal of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m15(d)) representing the outstanding Principal which has not been redeemed. In If the event that Company fails to pay the Corporation does not pay Holder the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, by written notice to the Company, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Outstanding Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, Outstanding Amount and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m15(d)) to the Holder representing such Conversion Amount Outstanding Amount. The Holder's delivery of a notice voiding a Redemption Notice and (z) exercise of its rights following such notice shall not affect the Conversion Price Company's obligations to make any payments of this Note or such new Notes shall be adjusted Late Charges which have accrued prior to the lesser date of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered such notice with respect to the Corporation and ending on and including the date on which the Redemption Notice is voidedOutstanding Amount subject to such notice.
Appears in 1 contract
Samples: Security Agreement (Nestor Inc)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Company shall promptly deliver this Note to the Corporationapplicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the Corporation’s Company's receipt of such notice otherwise (such date, the “Change of Control Redemption Notice otherwiseDate”). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Note Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable a Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Note Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) to the Holder representing such Conversion Note Amount and (z) the Conversion Price of this Note or such new Notes shall to be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedredeemed.
Appears in 1 contract
Samples: Bluejay Diagnostics, Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(a), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and voided, (B) the greater of (x) the Floor Price and (y) 65% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voided.voided and (C) the greater of (x) the Floor Price and (y) 65% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice. 84
Appears in 1 contract
Samples: Securities Purchase Agreement (BOQI International Medical, Inc.)
Mechanics. In Each Holder Optional Redemption Notice shall indicate that all, or such applicable portion, as set forth in the event that applicable Holder Optional Redemption Notice, of the Eligible Holder Optional Redemption Amount the Holder has sent a is electing to have redeemed (the “Holder Optional Redemption Notice to Amount”) and the Corporation pursuant to Section 3(f)(iv) or Section 4(bdate of such Holder Optional Redemption (the “Holder Optional Redemption Date”), which shall be the Holder shall promptly submit this Note to later of (x) the Corporation in accordance with this Section 6. The Corporation shall deliver fifth (5th) Business Day after the date of the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s receipt of the Holder’s Event of Default Optional Redemption Notice and thereafter (y) the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change date of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change Additional Debt Incurrence. The portion of Control if such Change of Control Redemption Notice is received this Note subject to redemption pursuant to this Section 9 shall be redeemed by the Corporation prior Company in cash at a price equal to the consummation applicable Optional Redemption Percentage of such Change the Conversion Amount being redeemed as of Control and within seven the Holder Optional Redemption Date (7) Business Days after the Corporation’s receipt “Holder Optional Redemption Price”). Redemptions required by this Section 9 shall be made in accordance with the provisions of such Change of Control Redemption Notice otherwiseSection 12. In the event of a the Company’s redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing under this Section 9, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Notwithstanding anything to the contrary in this Section 9, but subject to Section 3(d), until the Holder Optional Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount that was submitted for redemption and for which under this Section 9 (together with any Late Charges thereon) may be converted, in whole or in part, by the applicable Holder into Common Stock pursuant to Section 3. In connection with a redemption by the Company pursuant this Section 9, the Series B Warrants shall vest as to a number of shares of Common Stock underlying the Series B Warrants held by the Holder equal to the number of shares issuable upon conversion of the Holder Optional Redemption Price has not been paidat the Conversion Price, as adjusted hereunder. One Upon the receipt by the Company of a Holder Optional Redemption Notice from the Holder, the Company shall acknowledge in writing to the Holder the receipt of such Holder Optional Redemption Notice within one (1) day after Trading Day of receipt by the Corporation’s receipt Company and such written acknowledgement shall set forth the number of such notice, if shares of Common Stock underlying the Corporation has not cured such failure, (x) Series B Warrants that have vested in connection with the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) redemption pursuant to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Optional Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedNotice.
Appears in 1 contract
Samples: Esports Entertainment Group, Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporation(each, an “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such notice otherwise (each, a “Change of Control Redemption Notice otherwiseDate”). The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and voided, (B) the greater of (x) the Floor Price and (y) 80% of the lowest Closing Bid Price of the Common Stock Shares during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voidedvoided and (C) the greater of (x) the Floor Price and (y) 80% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Shares during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sundial Growers Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change of Control notice otherwise. The Company shall deliver the applicable Installment Redemption Notice otherwisePrice to the Holder in cash on the applicable Installment Date. In the event of a redemption of less than all of the Conversion Amount of this Note, upon delivery of this Note to the Corporation Company, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m16(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the paythe applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount or Designated Redemption Amount, as the case may be, that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount or Designated Redemption Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m16(d)) ), to the Holder representing such Conversion Amount Holder, and (z) in each case the Conversion Price principal amount of this Note or such new Notes Note (as the case may be) shall be adjusted increased by or shall reflect (as the case may be) an amount equal to the lesser of difference between (A1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion of the Conversion Price as in effect on Amount subject to redemption or Designated Redemption Amount pursuant to which the Holder delivered a notice voiding redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date on which the of such Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered with respect to the Corporation and ending on and including the date on which the Redemption Notice is voidedConversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven five (75) Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price concurrently with to the Holder by the later of (i) consummation of such the Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven or (7ii) five (5) Business Days after the Corporation’s Company's receipt of such Change of Control notice. The Company shall deliver the applicable Company Installment Redemption Notice otherwisePrice to the Holder on the applicable Installment Date and the applicable Asset Sale Redemption Price to the Holder on the applicable Asset Sale Redemption Date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption or required to be redeemed and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the any applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice or the Asset Sale Redemption, as applicable, is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation Company or the Asset Sale Redemption is required pursuant to Section 15(e), as applicable, and ending on and including the date on which the Redemption Notice or the Asset Sale Redemption, as applicable, is voided. The Holder's delivery of a notice voiding a Redemption Notice or Asset Sale Redemption, as applicable, and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice."
Appears in 1 contract
Samples: Agreement (Verilink Corp)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price Price, with a copy to the Trustee, to the applicable Holder within seven five (75) Business Days after the Corporation’s Company's receipt of the such Holder’s 's applicable Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the a Holder has submitted a Holder Change of Control Redemption Notice in accordance with Section 3(f)(iv)11.03, the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to such Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the Corporation’s Company's receipt of such notice otherwise. With respect to any Company Change of Control Redemption, the Company shall deliver the applicable Change of Control Redemption Notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause to be issued and delivered Price to the Holder a new Note (in accordance with Section 3(m)) representing Holders on the outstanding Principal which has not been redeemedCompany Change of Control Redemption Date. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note its Securities representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Noteany Security, or issue execute, and the Trustee shall authenticate and deliver to the Holder, a new Note (in accordance with Section 3(m)) Security to the applicable Holder representing such Conversion Amount and (z) the Conversion Price of this Note the Securities or such new Notes Securities shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the Redemption Notice is voided. A Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Indenture (Nanogen Inc)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporationin accordance with Section 4(b). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Asset Sale Optional Redemption Price to the Holder in cash on the applicable Asset Sale Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) ), to the Holder representing such Conversion Amount Holder, and (z) in each case the Conversion Price principal amount of this Note or such new Notes Note (as the case may be) shall be adjusted increased by an amount equal to the lesser of difference between (A1) the Conversion applicable Redemption Price (as in effect on the date on which the Redemption Notice is voided case may be, and as adjusted pursuant to this Section 12, if applicable) minus (B2) the lowest Closing Bid Price Principal portion of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedConversion Amount submitted for redemption.
Appears in 1 contract
Samples: Security Subscription Agreement (Adagio Medical Holdings, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) five Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change of Control notice otherwise. The Company shall deliver the applicable Company Installment Redemption Notice otherwisePrice to the Holder on the applicable Installment Date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder Trustees in cash within seven two (72) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice its Series 1 Debenture in accordance with Section 3(f)(iv)5, the Corporation Company shall deliver the applicable Fundamental Transaction Redemption Price to the Holder in cash on the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwiseFundamental Transaction Payment Date. In the event of a redemption of less than all of the Conversion Amount of this Noteheld by a Holder, the Corporation Company shall promptly cause to be issued and delivered to the Holder Trustees or the Holder, as applicable, a new Note Series 1 Debenture certificate (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder Trustees or the Holder, as applicable, within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note Series 1 Debenture representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the Corporation’s Trustees’ receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, Amount and (y) the Corporation Company shall immediately return this NoteSeries 1 Debenture, or issue a new Note Series 1 Debenture certificate (in accordance with Section 3(m18(d)) ), to the Holder representing Trustees or the Holder, as applicable, and in each case the principal amount of such Conversion Amount and (z) the Conversion Price of this Note Series 1 Debenture certificate or such new Notes Series 1 Debenture certificate (as the case may be) shall be adjusted increased by an amount equal to the lesser of difference between (A1) the applicable Redemption Price minus (2) the Principal portion of the Conversion Price as in effect on Amount submitted for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered such notice with respect to the Corporation and ending on and including the date on which the Redemption Notice is voidedConversion Amount subject to such notice.
Appears in 1 contract
Samples: First Supplemental Indenture (North American Palladium LTD)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) five Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price concurrently with to the consummation of such Change of Control Holder on the Effective Date if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation Effective Date of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such notice otherwise (the “Change of Control Redemption Notice otherwiseSettlement Date”). In the event of a redemption of less than all of the Conversion Amount of this Convertible Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Convertible Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Convertible Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Convertible Note, or issue a new Convertible Note (in accordance with Section 3(m19(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Convertible Note or such new Convertible Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Class A Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: WorldSpace, Inc
Mechanics. The Company shall, as promptly as practicable and in any event within three days after delivery of a Subscription Notice as described above, execute and deliver or cause to be executed and delivered, in accordance with such Subscription Notice any payment of the Exercise Price, a certificate or certificates representing the aggregate number of shares of Common Stock specified in said Subscription Notice. In the event the shares of Common Stock issuable upon the Exercise of this Warrant may, in the opinion of counsel acceptable to the Company, be issued without the legend set forth in Section 1.4 and the Holder requests that the shares be issued via electronic book entry format, such issuance shall be deemed to satisfy the certificate delivery requirements of this Section. The share certificate or certificates so delivered shall be in such denominations as may be specified in such Subscription Notice or, if such Subscription Notice shall not specify denominations, in denominations of 100 shares each, and shall be issued in the name of the Holder has sent a Redemption or such other name or names as shall be designated in such Subscription Notice. Such certificate or certificates shall be deemed to have been issued (and this Warrant or the portion thereof specified in the Subscription Notice shall be deemed to the Corporation pursuant to Section 3(f)(iv) or Section 4(bhave been exercised), the and such Holder or any other Person so designated to be named therein shall promptly submit this Note be deemed for all purposes to the Corporation in accordance with this Section 6. The Corporation shall deliver the applicable Event have become a holder of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s receipt record of such shares, as of the Holder’s Event of Default Redemption Notice and thereafter date the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption aforementioned Subscription Notice is received by the Corporation prior to Company, or delivery thereof is refused (the consummation "Exercise Date"). If this Warrant shall have been exercised only in part, the Company shall, at the time of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise. In the event of a redemption of less than all delivery of the Conversion Amount of this Notecertificate or certificates, the Corporation shall promptly cause to be issued and delivered deliver to the Holder a new Note (Warrant evidencing the rights to purchase or convert the remaining shares of Common Stock called for by this Warrant, which new Warrant shall in accordance all other respects be identical with Section 3(m)) representing this Warrant, or, at the outstanding Principal request of the Holder, appropriate notation may be made on this Warrant which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price shall then be refunded to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of share certificates and new Warrants, except that, if share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder within at the time period required, at any time thereafter and until of delivering the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu aforementioned notice of redemption, require the Corporation to exercise or promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s upon receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price written request of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedCompany for payment.
Appears in 1 contract
Samples: Blue Rhino Corp
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Company shall promptly deliver this Note to the Corporationapplicable Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the "Event of Default Redemption Date"). If the Holder or the Company has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the Corporation’s receipt delivery to the Company or the Holder, as applicable, of such notice otherwise (such date, the "Change of Control Redemption Notice otherwiseDate"). The Company shall deliver to the Holder the applicable Holder Optional Redemption Price on the applicable Holder Optional Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Redemption Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m13(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Redemption Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, Redemption Amount and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m13(d)) to the Holder representing such Conversion Redemption Amount to be redeemed. The Holder's delivery of a notice voiding a Redemption Notice and (z) exercise of its rights following such notice shall not affect the Conversion Price Company's obligations to make any payments of this Note or such new Notes shall be adjusted any amount, including Late Charges, which have accrued prior to the lesser date of (A) the Conversion Price as in effect on the date on which such notice with respect to the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered Amount subject to the Corporation and ending on and including the date on which the Redemption Notice is voidedsuch notice.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Asset Sale Optional Redemption Price to the Holder in cash on the applicable Asset Sale Optional Redemption Date. The Company shall deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Outstanding Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m20(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Outstanding Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Outstanding Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m20(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such Conversion new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 13, if applicable) minus (2) the Principal portion of the Outstanding Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and voided, (B) greater of (x) the Floor Price and (y) 75% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voidedvoided and (C) greater of (x) the Floor Price and (y) 75% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Outstanding Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (EF Hutton Acquisition Corp I)
Mechanics. In On or prior to second (2nd) Trading Day prior to (x) the event that execution by the Company of any definitive agreement with respect to any Subsequent Transaction or (y) the granting, issuance or sale of any shares of Common Stock under the Permitted Equity Line, as applicable, the Company shall deliver written notice (each a “Subsequent Transaction Notice”) to the Holder setting forth (i) a reasonable description of such Subsequent Transaction or the issuance under the Permitted Equity Line, as applicable, (ii) the aggregate cash amount to be paid in such Subsequent Transaction or pursuant to the Permitted Equity Line, as applicable, (iii) the Company’s reasonable estimate of the fair market value of the aggregate non-cash amount, if any, to be paid in such Subsequent Transaction or pursuant to the Permitted Equity Line, as applicable, (iv) the reasonable placement agent, underwriter and/or legal fees and expenses, as applicable, to be paid in cash in such Subsequent Transaction or pursuant to the Permitted Equity Line, as applicable, (v) the Company’s calculations showing whether such Subsequent Transaction will be a Triggering Subsequent Transaction (or a statement that a Triggering Subsequent Transaction has sent previously occurred, as applicable), if applicable, and (vi) the Company’s calculations of the Eligible Subsequent Transaction Optional Redemption Amount, if any, with respect thereto. If the Holder elects to deliver a Subsequent Transaction Optional Redemption Notice to the Corporation pursuant Company with respect to Section 3(f)(ivan Eligible Subsequent Transaction or an ELOC Redemption Right Trigger, such Subsequent Transaction Optional Redemption Notice shall indicate that all, or such applicable portion of the Eligible Subsequent Transaction Optional Redemption Amount the Holder is electing to have redeemed (the “Subsequent Transaction Optional Redemption Amount”) or Section 4(band the date of such Subsequent Transaction Optional Redemption (the “Subsequent Transaction Optional Redemption Date”), which shall be the Holder shall promptly submit this Note to later of (x) the Corporation in accordance with this Section 6. The Corporation shall deliver fifth (5th) Business Day after the date of the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s receipt of the Holder’s Event of Default Subsequent Transaction Optional Redemption Notice and thereafter (y) the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change date of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwiseEligible Subsequent Transaction. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any The portion of this Note representing the Conversion Amount that was submitted for subject to redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice pursuant to this Section 7 shall be null and void with respect redeemed by the Company in cash at a price equal to such Conversion Amount, 100% of the Subsequent Transaction Optional Redemption Amount (y) the Corporation “Subsequent Transaction Optional Redemption Price”). Redemptions required by this Section 7 shall immediately return this Note, or issue a new Note (be made in accordance with the provisions of Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voided9.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price or Holder Optional Redemption Price to the Holder within seven (7) five Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter or the Holder shall promptly deliver this Note to Optional Redemption Notice, as the Corporationcase may be. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change of Control notice otherwise. The Company shall deliver the Mandatory Redemption Notice otherwisePrice to the Holder on or before the Mandatory Redemption Date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Class A Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Royalty Agreement (WorldSpace, Inc)
Mechanics. In This will agreementreached at with regard to separatingthe classification. Heavy Duty Mechanicsand Mechanics were deemed to be separate and classificationswith the signing of the Agreement, Employees in either on were "grandfathered"and have the to use their lo bumpjunior employees in the other to retain a job in the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b)layoff, the Holder shall promptly submit this Note to the Corporation An employee rights on being laid off Mechanicswho bump from one classifcallon lo ajob in accordance with this Section 6. The Corporation shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise. In the event of a redemption layoff rate of less than all their originaljob, It is such Mechanics may be transferred back lo their original classifcallonby the Company there is an opening. Itis understood if a layoff a deficiency of the Conversion Amount of this Noteheavy duty skills, Mechanicswith duty skills workingin surface plants can be reassignedundergroundon a temporary basis up to (12) Following bargaining, the Corporation shall promptly cause reviewed the of Heavy Mechanicsand Industrial and agreed on which Mechanicswere dual A Mechanicwas considered dual qualified he was Inthe trade or had worked in other trade for three (3) years or IndustrialMechanicswho into a DutyMechanic will be tested and placedin the level, Mechanic is successfulin passinglevel or higher, he will be compensatedas follows: Level Job Class Level Job Class Level Job Class If Mechanicis not successful in passing he will enter in accordance Article of Agreement. Heavy DutyMechanicswho are as MechanicsWillbe able to transfer (if they can be issued released) lo an Industrial before Is by hiring from the outside, Also, Industrial who are qualifiedas Heavy Mechanicswill be lo lo a Heavy (I canbe released) onthe Employees wishing to have advised the Industrial of lo do so prior lo the opening. Such transfer be valid for one xxxx of filing. The foregoing lo Heavy Duty and delivered Industrial Mechanics who were these classificationsprior lo understoodthat the Company may decide to hire or accept the transferof a Mechanic the Heavy Duty Mechanic who not as a Heavy Duty Mechanic and not require employee to enter a Heavy Duty apprenticeship, In event, such employee be classified and as a Heavy Duty Mechanic Standard. A Certified Mechanic or on attainment of three (3) or more years proven experience as a Heavy Duty will be considereddual qualified and the certified (signed) IndustrialRelations Manager President of Machinists and Aerospace Workers, (signed) January letter of To Union: RE MATERIAL Should an employeebe Instructedlo pick up equipment or to the Holder a new Note of his normal return at the end of his he will be paid for such The words ‘equipment and shall personal tools. (in accordance with Section 3(m)signed) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the Holder within the time period required(signed) RelationsManager of and AerospaceWorkers, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall Machinist Local January To be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voided.OF UNDERSTANDING RE TRAININGAND CONFERENCE TRAVEL
Appears in 1 contract
Samples: Agreement
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) five Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Fundamental Change of Control Redemption Repurchase Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver the applicable Fundamental Change Repurchase Price to the Holder on the Fundamental Change of Control Settlement Date. The Company shall deliver the Optional Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control Holder on or before the Optional Redemption Date and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Tax Redemption Notice otherwisePrice on the Tax Redemption Date. In the event of a redemption or repurchase of less than all of the Conversion Amount Principal of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m22(d)) representing the outstanding Principal which has not been redeemedredeemed or repurchased. In the event that the Corporation Company does not pay the applicable Redemption Redemption/Repurchase Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Redemption/Repurchase Price in full, the Holder shall have the option tooption, in lieu of redemption, redemption or repurchase to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount Principal that was submitted for redemption or repurchase and for which the applicable Redemption Redemption/Repurchase Price has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption 27 Redemption/Repurchase Notice shall be null and void with respect to such Conversion Amount, Principal and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m22(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedPrincipal.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mitel Networks Corp)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Company shall promptly deliver this Note to the Corporationapplicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the CorporationCompany’s receipt of such notice otherwise (such date, the “Change of Control Redemption Notice otherwiseDate”). The Company shall deliver the applicable Repurchase Price to the Holder on the applicable Offer to Repurchase Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable a Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: MassRoots, Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder Trustees in cash within seven two (72) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice its Series 2 Debenture in accordance with Section 3(f)(iv)5, the Corporation Company shall deliver the applicable Fundamental Transaction Redemption Price to the Holder in cash on the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwiseFundamental Transaction Payment Date. In the event of a redemption of less than all of the Conversion Amount of this Noteheld by a Holder, the Corporation Company shall promptly cause to be issued and delivered to the Holder Trustees or the Holder, as applicable, a new Note Series 2 Debenture certificate (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder Trustees or the Holder, as applicable, within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note Series 2 Debenture representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the Corporation’s Trustees’ receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, Amount and (y) the Corporation Company shall immediately return this NoteSeries 2 Debenture, or issue a new Note Series 2 Debenture certificate (in accordance with Section 3(m18(d)) ), to the Holder representing Trustees or the Holder, as applicable, and in each case the principal amount of such Conversion Amount and (z) the Conversion Price of this Note Series 2 Debenture certificate or such new Notes Series 2 Debenture certificate (as the case may be) shall be adjusted increased by an amount equal to the lesser of difference between (A1) the applicable Redemption Price minus (2) the Principal portion of the Conversion Price as in effect on Amount submitted for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered such notice with respect to the Corporation and ending on and including the date on which the Redemption Notice is voidedConversion Amount subject to such notice.
Appears in 1 contract
Samples: Second Supplemental Indenture (North American Palladium LTD)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Issuer shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the CorporationIssuer’s receipt of the Holder’s Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Issuer shall promptly deliver this Note to the Corporationapplicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of in Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Issuer shall deliver the applicable Change in Control Redemption Price to the Holder the Change of Control Redemption Price (i) concurrently with the consummation of such Change of in Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of in Control and (ii) within seven three (73) Business Days after the CorporationIssuer’s receipt of such notice otherwise (such date, the “Change of in Control Redemption Notice otherwiseDate”). Subject to the terms of each Intercreditor Agreement, the Issuer shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the holder in writing to the Issuer on the applicable due date. In the event of a redemption of less than all of the Conversion Amount of this FILO C Note, the Corporation Issuer shall promptly cause to be issued and delivered to the Holder a new FILO C Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Issuer does not pay the applicable a Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Issuer pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Issuer to promptly return to the Holder all or any portion of this FILO C Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationIssuer’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Issuer shall immediately return this FILO C Note, or issue a new FILO C Note (in accordance with Section 3(m18(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this FILO C Note or such new FILO C Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Issuer and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 1 contract
Samples: Tuesday Morning Corp/De
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven five (75) Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the Corporation’s Company's receipt of such Change of Control notice otherwise. The Company shall deliver the Optional Redemption Notice otherwisePrice to the Holder on the Optional Redemption Date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, Amount and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedAmount.
Appears in 1 contract
Samples: Securities Purchase Agreement (Composite Technology Corp)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Company shall promptly deliver this Note to the Corporationapplicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the CorporationCompany’s receipt of such notice otherwise (such date, the “Change of Control Redemption Notice otherwiseDate”). The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m17(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable a Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m17(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: SOBR Safe, Inc.
Mechanics. In If the event that the Holder has sent a Company receives an Event of Default Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b)Notice, the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwiseNotice. In the event of a redemption of less than all of the Conversion Amount of this Note, if requested by Holder, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note Debenture (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note Debenture representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this NoteDebenture, or issue a new Note Debenture (in accordance with Section 3(m18(d)) ), to the Holder representing Holder, and in each case the principal amount of this Debenture or such Conversion Amount new Debenture (as the case may be) shall be increased by an amount equal to any accrued and unpaid Late Charges with respect thereto and (z) the Conversion Price of this Note Debenture or such new Notes Debentures (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser applicable Event of (A) Default Conversion Price. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered Amount subject to the Corporation and ending on and including the date on which the Redemption Notice is voidedsuch notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Baxano Surgical, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation Company pursuant to Section 3(f)(iv4(b) or Section 4(b5(c), the Holder shall promptly submit this Note Debenture to the Corporation in accordance with this Section 6Company. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) 10 Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(c), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) five Business Days after the CorporationCompany’s receipt of such Change of Control notice otherwise. In the event that the Holder has sent a Holder Optional Redemption Notice otherwisepursuant to Section 8(d), the Company shall deliver the Holder Optional Redemption Price within 45 days after the Company’s receipt of the Holder Optional Redemption Notice and upon receipt of such payment, the Holder shall promptly deliver this Debenture to the Company. In the event of a redemption of less than all of the Conversion Amount of this NoteDebenture, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note Debenture (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price or Holder Optional Redemption to the Holder (or deliver any Common Stock to be issued pursuant to a Company Redemption Share Notice) within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price (and issues any Common Stock required pursuant to a Company Redemption Share Notice) in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note Debenture representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (or any Common Stock required to be issued pursuant to a Company Redemption Share Notice) (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this NoteDebenture, or issue a new Note Debenture (in accordance with Section 3(m18(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note Debenture or such new Notes Debentures shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid greater of (I) the Price of Floor and (II) the Common Stock during the period beginning Weighted Average Price, on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder At any time after GG shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise. In the event of a redemption of less than have sold all of the Conversion Amount of this NoteUnrestricted Securities (hereinafter the “Make-Whole Eligibility Time”), the Corporation shall promptly cause GG may from time to be issued and delivered time, deliver a written notice to the Holder a new Note Company (in accordance with Section 3(m)) representing hereinafter the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the Holder within the time period required“Make-Whole Eligibility Notice”, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failuredate, (xthe “Make-Whole Eligibility Notice Date”) certifying that GG is entitled to receive additional Shares of the Redemption Company’s Common Stock (hereinafter the “Make-Whole Shares”) pursuant to this Paragraph 5.2. The Make-Whole Eligibility Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of set forth (A) the Conversion Price as number of Make-Whole Shares to be issued to GG in effect on the date on which the Redemption Notice is voided and accordance with Paragraph 5.3 below, (B) the lowest Closing Bid Price Make-Whole Consideration (as defined below) and (C) the aggregate Make- Whole Consideration received by GG with respect to the GG Fee Balance, to date. On the Trading Day immediately following the receipt of the Make-Whole Eligibility Notice, the Company shall deliver a written notice (hereinafter the “Make-Whole Additional Shares Notice”) to GG setting forth the number of Make-Whole Shares to be delivered on the related Make-Whole Shares Delivery Date (as defined below) (together with reasonable calculations with respect thereto). The Company shall issue such Make-Whole Shares to GG on the third (3rd) Trading Day after the delivery of the Make-Whole Additional Shares Notice (hereinafter the “Make-Whole Shares Delivery Date”). On the Make-Whole Shares Delivery Date, the Company shall (i) (A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Make-Whole Shares to which GG shall be then entitled to GG’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver on the applicable Make-Whole Shares Delivery Date, to the address set forth in the register maintained by the Company for such purpose pursuant to this Agreement or to such address as specified by GG in writing to the Company at least two (2) Business Days prior to the applicable Make-Whole Shares Delivery Date, a certificate, registered in the name of GG or its designee, for the number of Make-Whole Shares to which GG shall be entitled. The Company shall not issue any fraction of a share of Common Stock during upon any issuance of Make-Whole Shares on any Make-Whole Shares Delivery Date. If such issuance would result in the period beginning on and including issuance of a fraction of a share of Common Stock, the date on which the Redemption Notice is delivered Company shall round such fraction of a share of Common Stock up to the Corporation and ending on and including the date on which the Redemption Notice is voidednearest whole share.
Appears in 1 contract
Samples: Settlement Agreement (Imaging3 Inc)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) five Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Fundamental Change of Control Redemption Repurchase Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver the applicable Fundamental Change Repurchase Price to the Holder on the Fundamental Change of Control Settlement Date. The Company shall deliver the Optional Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control Holder on or before the Optional Redemption Date and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Tax Redemption Notice otherwisePrice on the Tax Redemption Date. In the event of a redemption or repurchase of less than all of the Conversion Amount Principal of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m22(d)) representing the outstanding Principal which has not been redeemedredeemed or repurchased. In the event that the Corporation Company does not pay the applicable Redemption Redemption/Repurchase Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Redemption/Repurchase Price in full, the Holder shall have the option tooption, in lieu of redemption, redemption or repurchase to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount Principal that was submitted for redemption or repurchase and for which the applicable Redemption Redemption/Repurchase Price has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Redemption/Repurchase Notice shall be null and void with respect to such Conversion Amount, Principal and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m22(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedPrincipal.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mitel Networks Corp)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Trigger Event of Default Redemption Price to the Holder within seven five (75) Business Days after the Corporation’s Company's receipt of the Holder’s 's Trigger Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the Corporation’s Company's receipt of such Change of Control Redemption Notice notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m16(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m16(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the Redemption Notice is voided. The Holder's delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rancher Energy Corp.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control Fundamental Transaction if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control Fundamental Transaction and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change of Control notice otherwise. The Company shall deliver the applicable Company Installment Redemption Notice otherwisePrice on the applicable Company Installment Date. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Event of Default Redemption Price, Change of Control Redemption Price, Company Installment Redemption Price or Company Optional Redemption Price (as the case may be) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and voided, (B) 85% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voidedvoided and (C) 85% of the VWAP of the Common Stock for the five (5) Trading Day period immediately preceding the Conversion Date of the applicable conversion. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Ads in Motion, Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Company shall promptly deliver this Note to the Corporationapplicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the "Event of Default Redemption Date"). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the Corporation’s Company's receipt of such notice otherwise (such date, the "Change of Control Redemption Notice otherwiseDate"). The Company shall deliver the applicable Note Amount being prepaid to the Holder on the applicable Optional Prepayment Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Note Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable a Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Note Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Note Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) to the Holder representing such Conversion Note Amount and (z) the Conversion Price of this Note or such new Notes shall to be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedredeemed.
Appears in 1 contract
Samples: Volcon, Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(a), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven on the later of the consummation of such Change of Control and the date five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Company shall deliver the applicable Cash Settlement Price to the Holder in cash on the applicable Conversion Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall Company shall, upon delivery by the Holder of its existing Note to the Company for cancellation, promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m17(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m17(d)) ), to the Holder representing Holder, but none of the foregoing shall amend, modify or waive any Event of Default or Alternate Conversion Event, if any, then outstanding. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount and (z) the Conversion Price of this Note or subject to such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidednotice.
Appears in 1 contract
Mechanics. In The Company, or at the event that Company’s written direction and at the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b)Company’s expense, the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Trustee, shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company, or at the Company’s direction, the Trustee, shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m17(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m17(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and voided, (B) the lowest Closing Bid greater of (x) the Floor Price and (y) 75% of the Market Price of the Common Stock during for the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the applicable Redemption Notice is voidedvoided and (C) the greater of (x) the Floor Price and (y) 75% of the Market Price of the Common Stock for the period ending as of the applicable Conversion Date. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ondas Holdings Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter (the Holder shall promptly deliver this Note to the Corporation“Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven five (75) Business Days after the CorporationCompany’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). If the Company has submitted a Company Optional Redemption Notice otherwisein accordance with Section 11(a), the Company shall deliver the applicable Company Optional Redemption Price to the Holder on the Company Optional Redemption Date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m17(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company by written notice to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m17(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the shares of Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to or by the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 1 contract
Samples: Securities Purchase Agreement (Biovest International Inc)
Mechanics. In the event that the Holder has sent an Event of Default Redemption Notice or a Change of Control Redemption Notice to the Corporation Company pursuant to Section 3(f)(iv4(b) or Section 4(b5(c), or has received a Company Optional Redemption Notice pursuant to Section 9(b), then the Holder shall promptly after receipt of the applicable Redemption Price submit this Note to the Corporation in accordance with this Section 6Company (each, a “Redemption Notice”). The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) five Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(c), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) five Business Days after the CorporationCompany’s receipt of such Change of Control notice otherwise. The Company shall deliver the Company Optional Redemption Notice otherwiseAmount to the Holder on the Company Optional Redemption Date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Event of Default Redemption Price, the Change of Control Redemption Price or the Company Optional Redemption Price (each, the “Redemption Price”), as applicable, to the Holder (or deliver any Common Stock to be issued pursuant to a Redemption Notice) within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price (and issues any Common Stock required pursuant to a Redemption Notice) in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (or any Common Stock required to be issued pursuant to a Redemption Notice) (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) five Business Days after the Corporation’s Company‘s receipt of the Holder’s Holder‘s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation The Company shall deliver (i) the Mandatory Redemption Price to the Holder on or before the Change of Control Mandatory Redemption Date, (ii) the Mandatory Prepayment Price to the Holder on or before the Mandatory Prepayment Date and (iii) the Company Optional Redemption Price concurrently with on or before the consummation of such Change of Control if such Change of Control applicable Company Optional Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwiseDate. In the event of a redemption or prepayment of less than all of the Conversion Outstanding Amount of this Bridge Note, at the Corporation option of the Holder, the Company shall promptly cause to be issued and delivered to the Holder a new Bridge Note (in accordance with Section 3(m15(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price redemption price or prepayment price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price redemption price or prepayment price in full, the Holder shall have the option toin its sole discretion, in lieu of redemptionredemption or prepayment, to require the Corporation Company to promptly return to the Holder all or any portion of this Bridge Note representing the Conversion Outstanding Amount that was submitted for subject to redemption or prepayment and for which the applicable Redemption Price redemption price or prepayment price, as applicable, (together with any Late Charges thereon) has not been paid. One (1) day after Upon the Corporation’s Company‘s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice redemption notice or prepayment notice shall be null and void with respect to such Conversion Amount, Outstanding Amount and (y) the Corporation Company shall immediately return this Bridge Note, or issue a new Bridge Note (in accordance with Section 3(m15(d)) to the Holder representing such Conversion Amount Outstanding Amount. The Holder‘s delivery of a notice voiding a redemption notice or prepayment notice and (z) exercise of its rights following such notice shall not affect the Conversion Price Company‘s obligations to make any payments of this Note or such new Notes shall be adjusted Late Charges which have accrued prior to the lesser date of (A) such notice with respect to the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price Outstanding Amount subject to such notice. Delivery of any such notice voiding a redemption notice or prepayment notice shall not be prejudicial to any other rights of the Common Stock during Holder hereunder or any other holder of Bridge Notes under the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedterms of such Bridge Notes.
Appears in 1 contract
Samples: WorldSpace, Inc
Mechanics. In the event that the Holder has sent an Event of Default Redemption Notice, a Change of Control Redemption Notice, a Triggering Event Redemption Notice, a Holder Optional Redemption Notice or a Holder Collateral Redemption Notice to the Corporation Company pursuant to Section 3(f)(iv4(b), Section 5(c), Section 6(c), Section 10(a) or Section 4(b10(b), respectively (each, a “Redemption Notice”), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6Company. The Corporation Company shall deliver the applicable Event of Default Redemption Price, Change of Control Redemption Price, Triggering Event Redemption Price, Holder Optional Redemption Price or Holder Collateral Redemption Price to the Holder within seven ten (710) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice, Change of Control Redemption Notice, Triggering Event Redemption Notice, Holder Optional Redemption Notice and thereafter the or Holder shall promptly deliver this Note to the CorporationCollateral Redemption Notice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(c), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) five Business Days after the CorporationCompany’s receipt of such Change of Control Redemption Notice notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m20(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Event of Default Redemption Price, the Change of Control Redemption Price, Triggering Event Redemption Price, Holder Optional Redemption Price or Holder Collateral Redemption Price (each, a “Redemption Price”), as applicable, to the Holder (or deliver any Common Stock to be issued pursuant to a Redemption Notice) within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price (and issues any Common Stock required pursuant to a Redemption Notice) in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (or any Common Stock required to be issued pursuant to a Redemption Notice) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, Amount and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m20(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedAmount.
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Power Equipment Group Inc/)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(c), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Holder Optional Redemption Price to the Holder in cash on the applicable Holder Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document, which for the avoidance of doubt shall not extinguish the obligation under the other Transaction Document until such amount is paid in full. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall Company shall, upon receipt of the original Note being partially redeemed, promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount; provided, (y) that the Corporation Holder’s delivery of such notice voiding a Redemption Notice and any exercise of its rights following such notice shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the Holder representing date of such notice with respect to the Conversion Amount and (z) the Conversion Price of this Note or subject to such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidednotice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Globus Maritime LTD)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Issuer shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the CorporationIssuer’s receipt of the Holder’s Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Issuer shall promptly deliver this Note to the Corporationapplicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of in Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Issuer shall deliver the applicable Change in Control Redemption Price to the Holder the Change of Control Redemption Price (i) concurrently with the consummation of such Change of in Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of in Control and (ii) within seven three (73) Business Days after the CorporationIssuer’s receipt of such notice otherwise (such date, the “Change of in Control Redemption Notice otherwiseDate”). Subject to the terms of each Intercreditor Agreement, the Issuer shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the holder in writing to the Issuer on the applicable due date. In the event of a redemption of less than all of the Conversion Exchange Amount of this FILO C Note, the Corporation Issuer shall promptly cause to be issued and delivered to the Holder a new FILO C Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Issuer does not pay the applicable a Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Issuer pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Issuer to promptly return to the Holder all or any portion of this FILO C Note representing the Conversion Exchange Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationIssuer’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Exchange Amount, (y) the Corporation Issuer shall immediately return this FILO C Note, or issue a new FILO C Note (in accordance with Section 3(m18(d)) to the Holder representing such Conversion Exchange Amount to be redeemed and (z) the Conversion Exchange Price of this FILO C Note or such new FILO C Notes shall be adjusted to the lesser of (A) the Conversion Exchange Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Issuer and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s Upon receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption First Refusal Notice in accordance with Section 3(f)(iv6.4(b), each Nontransferring Shareholder shall have an irrevocable and exclusive option, but not the Corporation shall deliver obligation, to purchase its Pro Rata Portion of the Shares covered by the Bona Fide Offer (the "Bona Fide Shares") for the same aggregate cash consideration and on the same terms and conditions as are specified in the Bona Fide Offer. Such option may be exercised by any Nontransferring Shareholder only if it provides written notice of its election to exercise such option to the Holder other Shareholders, including the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation Transferring Shareholder, on or prior to the consummation of such Change of Control and within seven (7) Business Days 30th day after the Corporation’s receipt delivery of the First Refusal Notice (such Change 30-day period shall be referred to as the "Acceptance Period"). The electing Nontransferring Shareholder and the Transferring Shareholder (or its relevant Affiliate) shall, as promptly as practicable, but in no event later than ninety (90) days from the end of Control Redemption Notice otherwisethe Acceptance Period, prepare and enter into the documentation necessary to provide for such transfer (including, if necessary, any modification or amendment to this Agreement). In the event of a redemption of If less than all of the Conversion Amount of this NoteBona Fide Shares are purchased by the Nontransferring Shareholders, the Corporation remaining Bona Fide Shares shall promptly cause to be issued and delivered reoffered by the Transferring Shareholder to the Holder a new Note Nontransferring Shareholder(s) that purchased their full Pro Rata Portion of the Bona Fide Shares upon the terms set forth in this paragraph, except that such Nontransferring Shareholders must exercise their purchase rights within two (2) Business Days after receipt of such reoffer. If the Nontransferring Shareholders do not elect to purchase the Bona Fide Shares, then the Transferring Shareholder shall be free to consummate the transfer of all, but not less than all, of the Bona Fide Shares only in accordance with Section 3(m)the terms of the Bona Fide Offer. If the Transferring Shareholder (or its relevant Affiliate) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay consummate the applicable Redemption Price to transfer of the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (Bona Fide Shares in accordance with Section 3(m)the terms of the Bona Fide Offer within ninety (90) days from the end of the Acceptance Period, then the Bona Fide Offer shall be deemed to be canceled, and any subsequent attempt by the Transferring Shareholder (or its relevant Affiliate) to transfer the Holder representing such Conversion Amount and (z) Bona Fide Shares must comply with all of the Conversion Price provisions of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedArticle VI.
Appears in 1 contract
Samples: Shareholders Agreement (Velocom Inc)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Issuer shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the CorporationIssuer’s receipt of the Holder’s Event of Default Redemption Notice and thereafter Notice; provided that upon a Bankruptcy Event of Default, the Holder Issuer shall promptly deliver this Note to the Corporationapplicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default Redemption Date”). If the Holder has submitted a Change of in Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Issuer shall deliver the applicable Change in Control Redemption Price to the Holder the Change of Control Redemption Price (i) concurrently with the consummation of such Change of in Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of in Control and (ii) within seven three (73) Business Days after the CorporationIssuer’s receipt of such notice otherwise (such date, the “Change of in Control Redemption Notice otherwiseDate”). Subject to the terms of each Intercreditor Agreement, the Issuer shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the holder in writing to the Issuer on the applicable due date. In the event of a redemption of less than all of the Conversion Amount of this JSC Note, the Corporation Issuer shall promptly cause to be issued and delivered to the Holder a new JSC Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Issuer does not pay the applicable a Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Issuer pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Issuer to promptly return to the Holder all or any portion of this JSC Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationIssuer’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Issuer shall immediately return this JSC Note, or issue a new JSC Note (in accordance with Section 3(m18(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this JSC Note or such new JSC Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Issuer and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 1 contract
Samples: Tuesday Morning Corp/De
Mechanics. In At any time after the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder Fund shall promptly submit this Note to the Corporation have sold all Settlement Shares of Common Stock issued in accordance with Paragraph 1.2 hereunder (hereinafter the “Make-Whole Eligibility Time”), Auctus may deliver a written notice to the Company (hereinafter the “Make- Whole Eligibility Notice”, and such date, a “Make-Whole Eligibility Notice Date”) certifying that Auctus is entitled to receive additional Shares of the Company’s Common Stock (hereinafter the “Make-Whole Shares”) pursuant to this Section 6Paragraph 2.2. The Corporation shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Make-Whole Eligibility Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of set forth (A) the Conversion Price as number of Make-Whole Shares to be issued to the Fund in effect on the date on which the Redemption Notice is voided and accordance with Paragraph 2.2(a) below, (B) the lowest Closing Bid Price Make-Whole Consideration (as defined below) and (C) the aggregate Make-Whole Consideration received by Auctus with respect to the Settlement Value, to date. On the Trading Day immediately following the receipt of the Make-Whole Eligibility Notice, the Company shall deliver a written notice (hereinafter the “Make-Whole Additional Shares Notice”) to Auctus setting forth the number of Make-Whole Shares to be delivered on the related Make-Whole Shares Delivery Date (as defined below) (together with reasonable calculations with respect thereto). The Company shall issue such Make-Whole Shares to the Fund on the third (3rd) Trading Day after the delivery of the Make-Whole Additional Shares Notice (hereinafter the “Make-Whole Shares Delivery Date”). On the Make-Whole Shares Delivery Date, the Company shall (i) (A) provide that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Make-Whole Shares to which the Fund shall be then entitled to Auctus’ or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver on the applicable Make-Whole Shares Delivery Date, to the address set forth in the register maintained by the Company for such purpose pursuant to this Agreement or in the Purchase Agreements or to such address as specified by the Fund in writing to the Company at least two (2) Business Days prior to the applicable Make-Whole Shares Delivery Date, a certificate, registered in the name of the Fund or its designee, for the number of Make-Whole Shares to which Auctus shall be entitled. The Company shall not issue any fraction of a share of Common Stock during upon any issuance of Make-Whole Shares on any Make-Whole Shares Delivery Date. If such issuance would result in the period beginning on and including issuance of a fraction of a share of Common Stock, the date on which the Redemption Notice is delivered Company shall round such fraction of a share of Common Stock up to the Corporation and ending nearest whole share. In addition to the Fund’s right to pursue any remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Make-Whole Shares (or to electronically deliver such Make-Whole Shares), any failure by the Company to timely deliver Make-Whole Shares to Auctus (or its designee) on and including a Make-Whole Shares Delivery Date shall be subject to the date on which the Redemption Notice is voidedprovisions of Paragraph 2.2(a) above, mutatis mutandis.
Appears in 1 contract
Samples: Settlement Agreement and Mutual General Release (Originclear, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice Subject to the Corporation pursuant to subordination provisions of Section 3(f)(iv) or Section 4(b)4 hereof, the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter (the Holder shall promptly deliver this Note to the Corporation"Event of Default Redemption Date"). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv6(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the Corporation’s Company's receipt of such notice otherwise (such date, the "Change of Control Redemption Notice otherwiseDate"). The Company shall deliver the applicable Company Optional Redemption Price to the Holder on the applicable Company Optional Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m20(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m20(d)) to the Holder representing such Conversion Amount and (z) to be redeemed. The Holder's delivery of a notice voiding a Redemption Notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Price of this Note or Amount subject to such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidednotice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Air Industries Group)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days Within 75 days after the Corporation’s receipt end of the Holder’s Event each of Default Redemption Notice FY 2010, FY 2011 and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv)FY 2012, the Corporation Buyer shall deliver to Seller a statement that reflects Buyer's Net Advertising Revenues for such year, as the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control case may be (each, a "Revenue Statement" and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice Revenue Statement is voided and (B) delivered by Buyer to Seller, the lowest Closing Bid Price "Revenue Statement Date"), together with a calculation of the Common Stock Earnout Payment due pursuant to Section 1.6, if any. The Revenue Statement shall be based upon the books and records of Buyer and Buyer's financial statements, which shall have been prepared in accordance with GAAP. The Revenue Statement shall be final and binding for purposes of this Agreement unless, within 20 Business Days from the Revenue Statement Date (during which 20-Business Day period Seller and its representatives shall have access during reasonable business hours and subject to customary confidentiality provisions to the period beginning book and records of Buyer and its Affiliates in order to verify the amounts set forth in the Revenue Statement), Seller delivers written notice to Buyer of any dispute or disagreement with the Revenue Statement ("Dispute Notice"). The Dispute Notice shall specify, in reasonable detail, the nature and extent of such dispute or disagreement. If Seller timely delivers a Dispute Notice to Buyer, Seller and Buyer shall promptly attempt to resolve such dispute or disagreement in good faith. If Seller and Buyer are unable to resolve such dispute or disagreement within 15 days after receipt by Buyer of the relevant Dispute Notice, either Seller or Buyer may submit such dispute or disagreement for final determination to a mutually acceptable independent registered public accounting firm for final determination, provided that such accounting firm shall not have performed accounting or audit services for Buyer or Seller in the past year prior to such appointment (the "Determining Accountants"). The Determining Accountants shall act as an arbitrator to determine and resolve such dispute or disagreement based on the presentations by Seller, Buyer and including their respective representatives and in accordance with the terms of this Agreement. The Determining Accountants shall make its determination regarding such dispute or disagreement within 30 days after the date on upon which Seller or Buyer submits the Redemption Notice is dispute or disagreement to the Determining Accountants, and in that undertaking shall not be required to follow any particular procedure but shall proceed in a manner designed to achieve a speedy and economic resolution of the dispute. The Determining Accountants shall set forth its determination, which shall be final, binding and conclusive in a written statement delivered to Buyer and Seller, stating its reason therefor. The Determining Accountants shall be instructed to render its decision in accordance with the Corporation terms hereof, including GAAP. The costs and ending on expenses of the Determining Accountants shall be borne equally by Buyer and including Seller, unless the date on Net Advertising Revenues determined in accordance with the decision of the Determining Accountants are greater than 110% of the Net Advertising Revenues set forth in the Revenue Statement, in which case such costs shall be borne solely by Buyer. The Determining Accountants' engagement pursuant to this Section 1.6(c) shall be limited solely to the Redemption Notice is voidedissues set forth in the Dispute Notice.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the Change applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Price concurrently with hereunder shall be increased by the consummation amount of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior cash payment owed to the consummation of Holder under such Change of Control and within seven (7) Business Days after other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the CorporationCompany’s receipt of payment obligation under such Change of Control Redemption Notice otherwiseother Transaction Document. In the event of a redemption of less than all of the Conversion Outstanding Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m20(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Outstanding Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Outstanding Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m20(d)) ), to the Holder representing such Conversion Amount Holder, and (z) in each case the Conversion Price principal amount of this Note or such new Notes Note (as the case may be) shall be adjusted increased by an amount equal to the lesser of difference between (A1) the Conversion applicable Redemption Price (as in effect on the case may be, and as adjusted pursuant to this Section 13, if applicable) minus (2) the Principal portion of the Outstanding Amount submitted for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered such notice with respect to the Corporation and ending on and including the date on which the Redemption Notice is voidedOutstanding Amount subject to such notice.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter (the Holder shall promptly deliver this Note to the Corporation“Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the CorporationCompany’s receipt of such notice otherwise (such date, the “Change of Control Redemption Notice otherwiseDate”). The Company shall deliver the applicable Company Installment Redemption Price to the Holder on the applicable Installment Date. The Company shall deliver the Company Optional Redemption Price on the Company Optional Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instruction provided by the Holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m21(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m21(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) the greater of (I) the Conversion Floor Price and (II) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice. For the avoidance of doubt, each Redemption Price hereunder shall be paid to the Holder from Master Control Account Collateral in the Holder Master Restricted Account (and not any other Master Restricted Account of any holder of Other Notes), to the extent available, and/or with other cash, as applicable, in accordance with Section 18(b)(iv) below.
Appears in 1 contract
Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Asset Sale Optional Redemption Price to the Holder in cash on the applicable Asset Sale Optional Redemption Date. The Company shall deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 13, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and voided, (B) 75% of the lowest Closing Bid Price of the Common Stock Ordinary Shares during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voidedvoided and (C) 75% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Ordinary Shares during the twenty (20) consecutive Trading Day period ending and including the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (NewGenIvf Group LTD)
Mechanics. In the event that the Holder has sent a Redemption Notice Subject to the Corporation pursuant satisfaction of the conditions to closing set forth in this Section 3(f)(iv1(b)(ii) or Section 4(band Sections 6(b) and 7(b) below, so long as no Equity Conditions Failure then exists (unless waived by the Required Holders), the Holder shall promptly submit this Note Company may exercise its right to require an Additional Mandatory Closing by delivering, at any time on or after the applicable Additional Mandatory Closing Eligibility Date and/or Additional Mutual Closing Eligibility Date, as applicable, and prior to the Corporation Additional Closing Expiration Date, a written notice thereof by e-mail and overnight courier to each Buyer (each, an “Additional Mandatory Closing Notice”, and together with each Additional Optional Closing Notice, each an “Additional Mandatory Closing Notice”, and the date of an applicable Additional Mandatory Closing Notice, each an “Additional Mandatory Closing Notice Date”, and together with each Additional Optional Closing Notice Date, each an “Additional Mandatory Closing Notice Date”). Each Additional Mandatory Closing Notice shall be irrevocable. Each Additional Mandatory Closing Notice shall (A) certify that the Additional Mandatory Closing Eligibility Date and/or Additional Mutual Closing Eligibility Date, as applicable, with respect to the proposed Additional Mandatory Closing has occurred, no Equity Conditions Failure then exists and, other than with respect to deliverables to be delivered to each Buyer at such Additional Mandatory Closing, all the conditions to closing set forth in accordance with this Section 6. The Corporation 1(b)(ii) and Sections 6(b) and 7(b) below have been satisfied in full as of such applicable Additional Mandatory Closing Notice Date, (B) specify the proposed date of such Additional Mandatory Closing (which shall deliver the applicable Event of Default Redemption Price to the Holder within seven be no less than two (72) Business Days nor more than twenty (20) Business Days after such Additional Mandatory Closing Notice Date, subject to the Corporation’s receipt right of each Buyer, by written notice to the Company, to accelerate such applicable Additional Mandatory Closing Date to an earlier date, not less than two (2) Trading Days after such applicable Additional Mandatory Closing Notice Date (or such other date as such Buyer and the Company shall mutually agree)), (C) specify the aggregate principal amount of Additional Notes to be purchased by each Buyer at such applicable Additional Mandatory Closing, which shall not exceed the Additional Mandatory Closing Maximum Amount and/or Additional Mutual Closing Maximum Amount, as applicable, of such applicable Buyer (or such other amount as the Company and such Buyer shall mutually agree) (such aggregate principal amount of Additional Notes set forth in such Additional Mandatory Closing Notice to be purchased by such Buyer, each, an “Additional Mandatory Note Amount”) and the Additional Warrant Share Amount of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause Additional Warrants to be issued purchased by each Buyer at such applicable Additional Mandatory Closing and delivered to the Holder a new Note (in accordance with Section 3(m)D) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void solely with respect to a proposed Additional Mutual Closing, specify that the occurrence of such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) Additional Mutual Closing is subject to the Holder representing due execution and delivery by such Conversion Amount and (z) Buyer of the Conversion Price of this Note or such new Notes shall be adjusted consent to the lesser occurrence of such Additional Mutual Closing attached to such Additional Mandatory Closing Notice. For the avoidance of doubt, the Company shall not be entitled to effect an Additional Mandatory Closing and/or Additional Mutual Closing, as applicable, if on such applicable Additional Mandatory Closing Date and/or Additional Mutual Closing Date, as applicable, there is an Equity Conditions Failure or if the Company fails to satisfy any of the other conditions to closing herein (A) unless waived in writing by the Conversion Price applicable Buyer participating in such Additional Mandatory Closing and/or Additional Mutual Closing, as in applicable,). The Company’s right to effect any remaining Additional Mandatory Closings and/or Additional Mutual Closing, as applicable, hereunder shall automatically terminate at 9:00 AM, New York City time on the date on which the Redemption Notice is voided and (B) the lowest Additional Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedExpiration Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Workhorse Group Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the Change applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Price concurrently with hereunder shall be increased by the consummation amount of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior cash payment owed to the consummation of Holder under such Change of Control and within seven (7) Business Days after other Transaction Document and, upon payment in full in accordance herewith, shall satisfy the CorporationCompany’s receipt of payment obligation under such Change of Control Redemption Notice otherwiseother Transaction Document. In the event of a redemption of less than all of the Conversion Outstanding Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m13(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Outstanding Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Outstanding Amount, and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m13(d)) ), to the Holder representing such Conversion Amount Holder, and (z) in each case the Conversion Price principal amount of this Note or such new Notes Note (as the case may be) shall be adjusted increased by an amount equal to the lesser of difference between (A1) the Conversion applicable Redemption Price (as in effect on the case may be, and as adjusted pursuant to this Section 9, if applicable) minus (2) the Principal portion of the Outstanding Amount submitted for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered such notice with respect to the Corporation and ending on and including the date on which the Redemption Notice is voidedOutstanding Amount subject to such notice.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and voided, (B) 75% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voidedvoided and (C) 75% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rock Creek Pharmaceuticals, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter (the Holder shall promptly deliver this Note to the Corporation“Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change of Control notice otherwise. The Company shall deliver the applicable Company Installment Redemption Notice otherwisePrice to the Holder in cash on the applicable Installment Date. The Company shall deliver the applicable Sale Redemption Price to the Holder in cash on the applicable Sale Redemption Date. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and (B) 85% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation and ending on and including the date on which the applicable Redemption Notice is voided.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Superconductor Corp /De/)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven five (75) Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter (the Holder shall promptly deliver this Note to the Corporation"Event of Default Redemption Date"). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven five (75) Business Days after the Corporation’s Company's receipt of such notice otherwise (such date, the "Change of Control Redemption Notice otherwiseDate"). The Company shall deliver the applicable Holder Optional Redemption Price on the applicable Holder Optional Redemption Date. The Company shall deliver the applicable Company Optional Redemption Price on the applicable Company Optional Redemption Date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as then in effect on and (B) the Market Price as of the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company. The Holder's delivery of a notice voiding a Redemption Notice and ending on and including exercise of its rights following such notice shall not affect the Company's obligations to make any payments of Late Charges which have accrued prior to the date on which of such notice with respect to the Redemption Notice is voidedConversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change of Control notice otherwise. The Company shall deliver the applicable Company Optional Redemption Notice otherwisePrice to the Holder in cash on the applicable Company Optional Redemption Date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m17(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m17(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Event of Default Redemption Price or Change of Control Redemption Price (as the case may be) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the applicable Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Registration Rights Agreement (Crumbs Bake Shop, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven three (73) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter (the Holder shall promptly deliver this Note to the Corporation“Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and (ii) within seven three (73) Business Days after the CorporationCompany’s receipt of such notice otherwise (such date, the “Change of Control Redemption Notice otherwiseDate”). The Company shall deliver the applicable Holder Optional Redemption Price on the applicable Holder Optional Redemption Date. The Company shall deliver the applicable Company Optional Redemption Price on the applicable Company Optional Redemption Date. The Company shall pay the applicable Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instruction provided by the holder in writing to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m17(d)) representing the outstanding Principal which has not been redeemedredeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice has been delivered. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, Amount and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m17(d)) to the Holder representing such Conversion Amount to be redeemed. The Holder’s delivery of a notice voiding a Redemption Notice and (z) exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Price of this Note or Amount subject to such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidednotice.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation shall deliver the applicable Triggering Event of Default Redemption Price to the applicable Holder in cash within seven three (73) Business Days after the Corporation’s receipt of the applicable Holder’s Triggering Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the a Holder has submitted a Change of Control Fundamental Transaction Redemption Notice in accordance with Section 3(f)(iv8(b), the Corporation shall deliver to the Holder the Change of Control applicable Fundamental Transaction Redemption Price to such Holder in cash concurrently with the consummation of such Change of Control Fundamental Transaction if such Change of Control Redemption Notice notice is received by the Corporation at least one (1) Business Day prior to the consummation of such Change of Control Fundamental Transaction and within seven three (73) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice notice otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the applicable Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the applicable Holder shall have the option tooption, in lieu of redemption, to require the Corporation to promptly return to such Holder any or all of the Holder all or any portion shares of this Note representing the Conversion Amount Series E Preferred Stock that was were submitted for redemption by such Holder and for which the applicable Redemption Price has not been paid. One (1) day after Upon the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to the shares of Series E Preferred Stock specified in such Conversion Amount, notice and (y) the Corporation shall immediately return this Note, or issue a new Note (the shares of Series E Preferred Stock specified in accordance with Section 3(m)) such notice to the Holder representing applicable Holder. A Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such Conversion Amount and (z) notice shall not affect the Conversion Price Corporation’s obligations to make any payments of this Note or such new Notes shall be adjusted interest which have accrued prior to the lesser date of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered such notice with respect to the applicable Redemption Amount subject to such notice. Interest shall accrue at the rate of 1% per month (prorated for partial months) on all Redemption Amounts that are not paid when due until such Redemption Amounts are paid in full and the Corporation and ending on and including shall pay such accrued interest to the date on which applicable Holder at the time the applicable Redemption Notice Amount is voidedpaid in full to such Holder.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven (7) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation The Company shall deliver the applicable Mandatory Redemption Price to the Holder in cash on the Change of Control applicable Mandatory Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwiseDate. In the event of a redemption of less than all of the Conversion Amount then-outstanding Principal of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m14(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period requiredperiod, or on the date, required (as the case may be), at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount Principal amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paidpaid by delivering written notice by confirmed facsimile and overnight courier (with next day delivery specified) stating such. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, Principal amount and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m14(d)) to the Holder representing the sum of such Conversion Amount Principal amount to be redeemed which has not been redeemed. The Holder’s delivery of a notice voiding a Redemption Notice and (z) exercise of its rights following such notice shall not affect the Conversion Price Company’s obligations to make any payments of this Note or such new Notes shall be adjusted Late Charges which have accrued prior to the lesser date of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered such notice with respect to the Corporation and ending on and including the date on which the Redemption Notice is voidedPrincipal amount subject to such notice.
Appears in 1 contract
Samples: Workstream Inc
Mechanics. In Each Holder Optional Redemption Notice shall indicate that all, or such applicable portion, as set forth in the event that applicable Holder Optional Redemption Notice, of the Eligible Holder Optional Redemption Amount the Holder has sent a is electing to have redeemed (the “Holder Optional Redemption Notice to Amount”) and the Corporation pursuant to Section 3(f)(iv) or Section 4(bdate of such Holder Optional Redemption (the “Holder Optional Redemption Date”), which shall be the Holder shall promptly submit this Note to later of (x) the Corporation in accordance with this Section 6. The Corporation shall deliver fifth (5th) Business Day after the date of the applicable Event of Default Redemption Price to the Holder within seven (7) Business Days after the Corporation’s receipt of the Holder’s Event of Default Optional Redemption Notice and thereafter (y) the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change date of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change Additional Debt Incurrence. The portion of Control if such Change of Control Redemption Notice is received this Note subject to redemption pursuant to this Section 9 shall be redeemed by the Corporation prior Company in cash at a price equal to the consummation applicable Optional Redemption Percentage of such Change the Conversion Amount being redeemed as of Control and within seven the Holder Optional Redemption Date (7) Business Days after the Corporation’s receipt “Holder Optional Redemption Price”). Redemptions required by this Section 9 shall be made in accordance with the provisions of such Change of Control Redemption Notice otherwiseSection 12. In the event of a the Company’s redemption of less than all of the Conversion Amount of this Note, the Corporation shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing under this Section 9, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 9 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Notwithstanding anything to the contrary in this Section 9, but subject to Section 3(d), until the Holder Optional Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount that was submitted for redemption and for which under this Section 9 (together with any Late Charges thereon) may be converted, in whole or in part, by the applicable Holder into Common Stock pursuant to Section 3. In connection with a redemption by the Company pursuant this Section 9, the Series B Warrants shall vest as to a number of shares of Common Stock underlying the Series B Warrants held by the Holder equal to the number of shares issuable upon conversion of the Holder Optional Redemption Price has not been paidat the Conversion Price, as adjusted hereunder. One Upon the receipt by the Company of a Holder Optional Redemption Notice from the Holder, the Company shall acknowledge in writing to the Holder the receipt of such Holder Optional Redemption Notice within one (1) day after Trading Day of receipt by the Corporation’s receipt Company and such written acknowledgement shall set forth the number of such notice, if shares of Common Stock underlying the Corporation has not cured such failure, (x) Series B Warrants that have vested in connection with the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) redemption pursuant to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Optional Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedNotice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Esports Entertainment Group, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m19(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges (as defined in Section 25(c)) thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m19(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and voided, (B) the greater of (x) the Conversion Price Floor and (y) 85% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voidedvoided and (C) the greater of (x) the Conversion Price Floor and (y) 85% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Conversion Date divided by (II) five (5). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges (as defined in Section 25(c)) which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Delcath Systems, Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven five (75) Business Trading Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to be paid in cash to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation at least five (5) Trading Days prior to the consummation of such Change of Control and within seven five (75) Business Trading Days after the Corporation’s Company's receipt of such notice otherwise (the "Change of Control Redemption Notice otherwiseDate"). The Company shall deliver the Mandatory Redemption Price to the Holder on the Mandatory Redemption/Conversion Date. The Company shall deliver the LC Redemption Price to the Holder on the LC Redemption/Conversion Date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m20(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to, by providing written notice to the Company, require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, Amount and (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m20(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedAmount.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to Unless the Corporation pursuant to elects the Buy Out permitted under Section 3(f)(iv) or Section 4(b)1.5 below, the Holder shall Corporation shall, as promptly submit this Note as practicable and in any event within fifteen (15) days after delivery of a Subscription Notice as described above, execute and deliver or cause to the Corporation be executed and delivered, in accordance with this Section 6such Subscription Notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in said Subscription Notice. The Corporation share certificate or certificates so delivered shall deliver be in such denominations as may be specified in such Subscription Notice and shall be issued in the applicable Event name of Default Redemption Price to the Holder within seven or such other name or names as shall be designated in such Subscription Notice. Such certificate or certificates shall be deemed to have been issued (7) Business Days after and this Warrant or the Corporation’s receipt portion thereof specified in the Subscription Notice shall be deemed to have been exercised), and such Holder or any other Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares, as of the Holder’s Event of Default Redemption Notice and thereafter date the Holder shall promptly deliver this Note to the Corporation. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with the consummation of such Change of Control if such Change of Control Redemption aforementioned Subscription Notice is received by the Corporation prior to Corporation, or delivery thereof is refused (the consummation of such Change of Control and within seven (7) Business Days after the Corporation’s receipt of such Change of Control Redemption Notice otherwise"Exercise Date"). In the event of a redemption of less than all of the Conversion Amount of If this NoteWarrant shall have been exercised only in part, the Corporation shall promptly cause to be issued and delivered shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Note (Warrant evidencing the rights to purchase or convert the remaining shares of Common Stock called for by this Warrant, which new Warrant shall in accordance all other respects be identical with Section 3(m)) representing this Warrant, or, at the outstanding Principal request of the Holder, appropriate notation may be made on this Warrant which has not been redeemedshall then be refunded to the Holder. In The Corporation shall pay all expenses, taxes and other charges payable in connection with the event that preparation, issuance and delivery of share certificates and new Warrants, except that, if share certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes - 2 - payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Corporation does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation pays such unpaid Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the Corporation to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation and ending on and including the date on which the Redemption Notice is voidedpayment.
Appears in 1 contract
Samples: Blue Rhino Corp
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7) five Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven (7) five Business Days after the CorporationCompany’s receipt of such Change of Control Redemption Notice notice otherwise. In the event of a redemption of less than all of the Conversion Amount Principal of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In If the event that Company fails to pay the Corporation does not pay Holder the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, by written notice to the Company, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) to the Holder representing the sum of such Conversion Amount to be redeemed together with accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the lowest Closing Bid Sale Price of the Common Stock during the period beginning on and including the date on which the Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder within seven five (75) Business Days after the Corporation’s Company's receipt of the Holder’s 's Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has timely submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven ten (710) Business Days after the Corporation’s Company's receipt of such Change of Control notice otherwise. The Company shall deliver the applicable Cash Transaction Redemption Price on the applicable Cash Transaction Election Redemption Date. If the Holder submits an Ink Business Sale Redemption Notice the Company shall deliver the applicable Ink Business Sale Redemption Price to the Holder concurrently with the consummation of such Ink Business Sale if such notice is received prior to the consummation of such Ink Business Sale and within ten (10) Business Days after the Company's receipt of such notice otherwise. The Company shall deliver the applicable Company Optional Redemption Price on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Holder Mandatory Redemption Price to the Holder within ten (10) Business Days (the "HOLDER MANDATORY REDEMPTION DATE") after the Company's receipt of the applicable Holder Mandatory Redemption Notice. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m20(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the Corporation’s Company's receipt of such notice, if the Corporation has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m20(d)) to the Holder representing such Conversion Amount and (z) the Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Redemption Notice is voided voided. The Holder's delivery of a notice voiding a Redemption Notice and (B) exercise of its rights following such notice shall not affect the lowest Closing Bid Price Company's obligations to make any payments of the Common Stock during the period beginning on and including Late Charges which have accrued prior to the date on which the Redemption Notice is delivered of such notice with respect to the Corporation and ending on and including the date on which the Redemption Notice is voidedConversion Amount subject to such notice.
Appears in 1 contract
Samples: Inksure Technologies Inc.
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(b), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and voided, (B) the greater of (x) the Floor Price and (y) 98% of the lowest Closing Bid Price of the Common Stock Shares during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voidedvoided and (C) the greater of (x) the Floor Price and (y) 98% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Shares during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during such period). For the avoidance of doubt, redemptions cannot be settled for anything other than cash.
Appears in 1 contract
Samples: Securities Restructuring Agreement (Sundial Growers Inc.)
Mechanics. In the event that the Holder has sent a Redemption Notice to the Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly submit this Note to the Corporation in accordance with this Section 6. The Corporation Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within seven five (75) Business Days after the CorporationCompany’s receipt of the Holder’s Event of Default Redemption Notice and thereafter the Holder shall promptly deliver this Note to the CorporationNotice. If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv5(a), the Corporation Company shall deliver to the Holder the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such Change of Control Redemption Notice notice is received by the Corporation prior to the consummation of such Change of Control and within seven five (75) Business Days after the CorporationCompany’s receipt of such Change notice otherwise. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of Control the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Notice otherwisePrice hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Corporation Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 3(m18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Corporation Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Corporation Company pays such unpaid Redemption Price in full, the Holder shall have the option tooption, in lieu of redemption, to require the Corporation Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. One (1) day after Upon the CorporationCompany’s receipt of such notice, if the Corporation has not cured such failure, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Corporation Company shall immediately return this Note, or issue a new Note (in accordance with Section 3(m18(d)) ), to the Holder representing Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 12, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lesser lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided and voided, (B) the greater of (x) the Floor Price and (y) 65% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Corporation Company and ending on and including the date on which the applicable Redemption Notice is voidedvoided and (C) the greater of (x) the Floor Price and (y) 65% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (BOQI International Medical, Inc.)
