Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurs, then the Company shall make monthly payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar Month. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if any time after the Amortization Date (A) in the event of a Floor Price Event, on the date that is the 7th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effect, or the date that the Company reduces the Floor Price in accordance with the terms of this Note, (B) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.
Appears in 4 contracts
Sources: Convertible Note (Banzai International, Inc.), Convertible Note (Banzai International, Inc.), Convertible Note (Banzai International, Inc.)
Monthly Payments. If, any time after the Issuance Date set forth aboveMay 1, 2024, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly payments beginning on the 7th third (3rd) Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 9,000,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an a Amortization Event shall cease (with respect to any payment that has not yet come due) if any time after the Amortization Event Date (A) in the event of a Floor Price Event, on the date that is the 7th consecutive Trading Day that either (y) the daily VWAP is greater than 125% of the Floor Price then in effecteffect for five (5) consecutive Trading Days, or (z) prior to the due date that of a monthly payment, the Company reduces the has delivered a Reduction Notice and such reduced Floor Price in accordance with shall not exceed 70% of the terms market price at the time of this Notesuch Reduction Notice, or (B) in the event of an Exchange Cap Event, the Company obtains stockholder approval to increase the number of Common Shares under the Exchange Cap, or (C) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer appliescured, unless a subsequent Amortization Event occurs. Any conversions of this Note into Common Shares made after the occurrence of an Amortization Event shall have the effect of reducing the amount of the next payment coming due as a result of such Amortization Event by an amount equal to the Principal amount of any such conversions.
Appears in 3 contracts
Sources: Convertible Note (Applied Digital Corp.), Prepaid Advance Agreement (Applied Digital Corp.), Convertible Note (Applied Digital Corp.)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until all outstanding amounts shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 2,500,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments payments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, either (i) on the date that is the 7th 10th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effect, or the date that (ii) the Company reduces provides the Holder with a reset notice (“Reset Notice”) setting forth a reduced Floor Price which shall be equal to no more than 75% of the closing price on the Trading Day immediately prior to such Reset Notice (and in accordance with no event greater than the terms of this Notethen-effective Floor Price), (B) in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/or the Exchange Cap no longer applies, or (C) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities ActAct without any requirements as to volume, manner of sale, availability of current public information or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer appliesnotice, unless a subsequent Amortization Event occurs.
Appears in 3 contracts
Sources: Convertible Note (FibroBiologics, Inc.), Convertible Note (FibroBiologics, Inc.), Convertible Note (FibroBiologics, Inc.)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafterthereafter prior to the Maturity Date, an Amortization Event occurshas occurred, then the Company shall make monthly payments beginning on the 7th seventh (7th) Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding Principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 one sixth of Principal in the aggregate among Initial Principal for this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if any time after the Amortization Event Date and prior to the Maturity Date, on (A) in the event of a Floor Price EventEvent (as defined below), on the date that is the 7th fifth (5th) consecutive Trading Day that the daily VWAP of the Common Stock is greater than 110% of the Floor Price then in effect, (B) in the event of an Exchange Cap Event (as defined below), the date on which the Company has obtained the Stockholder Approval or the date that the Company reduces the Floor Price in accordance with the terms of this NoteExchange Cap no longer applies, or (BC) in the event of a Registration Event, the date on which the condition or event causing the Registration Event has been cured or the Holder is able to resell the shares of Common Shares Stock issuable upon conversion of this Note and all Other Notes in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer appliesin each case, unless a subsequent Amortization Event occurs.
Appears in 2 contracts
Sources: Convertible Note (Maison Solutions Inc.), Convertible Note (Maison Solutions Inc.)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, (A) If an Amortization Event occurshas occurred, then the Company shall make monthly cash payments beginning on the 7th seventh (7th) Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly cash payment shall be in an amount equal to the sum of (i) $1,000,000 of the Principal amount in the aggregate among this Note and all Other Notes (or equal to the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), Amount plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and plus (iii) all accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments cash payments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, either (i) on the date that is the 7th 10th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effect, or the date that (ii) the Company reduces provides the Holder with a reset notice (“Reset Notice”) setting forth a reduced Floor Price which shall be equal to no more than 75% of the closing price on the Trading Day immediately prior to such Reset Notice (and in accordance with no event greater than the terms of this Notethen- effective Floor Price), (B) in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/or the Exchange Cap no longer applies, or (C) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.
Appears in 2 contracts
Sources: Note Purchase Agreement (SharonAI Holdings, Inc.), Convertible Note (SharonAI Holdings, Inc.)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurs, then the Company shall make monthly payments beginning on the 7th 10th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar Month. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an a Amortization Event shall cease (with respect to any payment that has not yet come due) if any time after the Amortization Date (A) in the event of a Floor Price Event, on the date that is the 7th 5th consecutive Trading Day that the daily VWAP is greater than 110% of the Floor Price then in effect, (B) in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Ordinary Shares under the Exchange Cap or the date that the Company reduces the Floor Price in accordance with the terms of this NoteExchange Cap no longer applies, or (BC) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the tche Holder is able to resell the Common Ordinary Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.. 1Insert date 12 months from the closing date of the First Pre-Paid Advance
Appears in 2 contracts
Sources: Standby Equity Purchase Agreement (Zapp Electric Vehicles Group LTD), Standby Equity Purchase Agreement (Zapp Electric Vehicles Group LTD)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurs, then the Company shall make monthly payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar Month. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 1,250,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if any time after the Amortization Date (A) in the event of a Floor Price Event, on the date that is the 7th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effect, or the date that the Company reduces the Floor Price in accordance with the terms of this Note, (B) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note without limitations in accordance with Rule 144 under the Securities Act, or (C)in C) in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or and/or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.
Appears in 2 contracts
Sources: Convertible Note (Abpro Holdings, Inc.), Convertible Note (Atlantic Coastal Acquisition Corp. II)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly cash payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly cash payment shall be in an amount equal to the sum of (i) $1,000,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and plus (iii) all accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments cash payments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, either (i) on the date that is the 7th 10th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effect, or the date that (ii) the Company reduces provides the Holder with a reset notice (“Reset Notice”) setting forth a reduced Floor Price which shall be equal to no more than 75% of the closing price on the Trading Day immediately prior to such Reset Notice (and in accordance with no event greater than the terms of this Notethen-effective Floor Price), or (B) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.
Appears in 2 contracts
Sources: Convertible Note (Lytus Technologies Holdings PTV. Ltd.), Convertible Note (Lytus Technologies Holdings PTV. Ltd.)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 5,000,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, on the date that is the 7th 10th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effect, or (B) in the event of an Exchange Cap Event, the date that the Company reduces has obtained stockholder approval to increase the Floor Price in accordance with number of Common Shares under the terms of this NoteExchange Cap and/or the Exchange Cap no longer applies, or (BC) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.
Appears in 2 contracts
Sources: Convertible Note (Armlogi Holding Corp.), Convertible Note (Armlogi Holding Corp.)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly cash payments beginning on the 7th 10th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly cash payment shall be in an amount equal to the sum of (i) $1,000,000 750,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and plus (iii) all accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments cash payments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, Event on the date that is the 7th 10th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effect, or (B) in the event of an Exchange Cap Event, the date that the Company reduces has obtained stockholder approval to increase the Floor Price in accordance with number of Common Shares under the terms of this NoteExchange Cap and/or the Exchange Cap no longer applies, or (BC) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.
Appears in 2 contracts
Sources: Convertible Note (VisionWave Holdings, Inc.), Convertible Note (VisionWave Holdings, Inc.)
Monthly Payments. If, any time after the Issuance Date set forth abovedate hereof, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly payments beginning on the 7th third (3rd) Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 9,000,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount▇▇▇▇▇▇, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an a Amortization Event shall cease (with respect to any payment that has not yet come due) if any time after the Amortization Event Date (A) in the event of a Floor Price Event, on the date that is the 7th consecutive Trading Day that either (y) the daily VWAP is greater than 125% of the Floor Price then in effecteffect for five (5) consecutive Trading Days, or (z) prior to the due date that of a monthly payment, the Company reduces the has delivered a Reduction Notice and such reduced Floor Price in accordance with shall not exceed 70% of the terms market price at the time of this Notesuch Reduction Notice, or (B) in the event of an Exchange Cap Event, the Company obtains stockholder approval to increase the number of Common Shares under the Exchange Cap, or (C) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer appliescured, unless a subsequent Amortization Event occurs. Any conversions of this Note into Common Shares made after the occurrence of an Amortization Event shall have the effect of reducing the amount of the next payment coming due as a result of such Amortization Event by an amount equal to the Principal amount of any such conversions.
Appears in 2 contracts
Sources: Convertible Note (Applied Digital Corp.), Prepaid Advance Agreement (Applied Digital Corp.)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly cash payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly cash payment shall be in an amount equal to the sum of (i) $1,000,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and plus (iii) all accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments cash payments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, either (i) on the date that is the 7th 10th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effect, or the date that (ii) the Company reduces provides the Holder with a reset notice (“Reset Notice”) setting forth a reduced Floor Price which shall be equal to no more than 75% of the closing price on the Trading Day immediately prior to such Reset Notice (and in accordance with no event greater than the terms of this Notethen-effective Floor Price), or (B) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occursoccurs.2 1 Shall be the date that is 12 months from the closing date of the First Pre-Paid Advance. 2 The Second Pre-Closing Advance Promissory Note shall delete this paragraph and provide for straight-line amortization starting 30 days following issuance through Maturity.
Appears in 2 contracts
Sources: Convertible Note (Plum Acquisition Corp. III), Convertible Note (Tactical Resources Corp.)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 500,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, either (i) on the date that is the 7th 10th consecutive Trading Day that the daily VWAP is greater than 110% of the Floor Price then in effect, or the date that (ii) the Company reduces provides the Holder with a reset notice (“Reset Notice”) setting forth a reduced Floor Price which shall be equal to no more than 50% of the closing price on the Trading Day immediately prior to such Reset Notice (and in accordance with no event greater than the terms of this Noteinitial Floor Price), or (B) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer appliescured, unless a subsequent Amortization Event occurs.
Appears in 1 contract
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly cash payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly cash payment shall be in an amount equal to the sum of (i) $1,000,000 250,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and plus (iii) all accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments cash payments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, either (i) on the date that is the 7th 10th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effect, or (ii) the Company provides the Holder with a reset notice (“Reset Notice”) setting forth a reduced Floor Price which shall be equal to no more than 75% of the closing price on the Trading Day immediately prior to such Reset Notice (and in no event greater than the then-effective Floor Price), or (B) in the event of an Exchange Cap Event, the date that the Company reduces has obtained stockholder approval to increase the Floor Price in accordance with number of Common Shares under the terms of this NoteExchange Cap and/or the Exchange Cap no longer applies, or (BC) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.
Appears in 1 contract
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 150,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount▇▇▇▇▇▇, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, either (i) on the date that is the 7th 10th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effect, or the date that (ii) the Company reduces provides the Holder with a reset notice (“Reset Notice”) setting forth a reduced Floor Price which shall be equal to no more than 75% of the closing price on the Trading Day immediately prior to such Reset Notice (and in accordance with no event greater than the terms of this Notethen-effective Floor Price), (B) in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/or the Exchange Cap no longer applies, or (C) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.
Appears in 1 contract
Sources: Convertible Note (Nukkleus Inc.)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly payments beginning on the 7th tenth (10th) Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid or such earlier date that the Company’s obligations terminate pursuant to the last sentence of this Section 1(c). Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 500,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, on the date that is the 7th fifth (5th) consecutive Trading Day that the daily VWAP is greater than 110% of the Floor Price then in effect, or the date that the Company reduces the Floor Price in accordance with the terms of this Note, (B) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or and/or the Exchange Cap no longer applies, (C) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 promulgated under the Securities Act, unless a subsequent Amortization Event occurs.
Appears in 1 contract
Sources: Convertible Note (OneMedNet Corp)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafterthereafter prior to the Maturity Date, an Amortization Event occurshas occurred, then the Company shall make monthly payments beginning on the 7th seventh (7th) Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding Principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 one sixth of Principal in the aggregate among Initial Principal for this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if any time after the Amortization Event Date and prior to the Maturity Date, on (A) in the event of a Floor Price EventEvent (as defined below), on the date that is the 7th fifth (5th) consecutive Trading Day that the daily VWAP of the Common Stock is greater than 110% of the Floor Price then in effect, (B) in the event of an Exchange Cap Event (as defined below), the date on which the Company has obtained the Stockholder Approval or the date that the Company reduces the Floor Price in accordance with the terms of this NoteExchange Cap no longer applies, or (BC) in the event of a Registration Event, the date on which the condition or event causing the Registration Event has been cured or the Holder is able to resell the shares of Common Shares Stock issuable upon conversion of this Note and all Other Notes in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer appliesin each case, unless a subsequent Amortization Event occurs. 2 To be 2 years from the issuance date.
Appears in 1 contract
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly cash payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount of this Note shall have been repaid , or the obligation of the Company to make monthly cash payments pursuant to this Section 1(c) has ceased as set forth below. Each monthly cash payment shall be in an amount equal to the sum of (i) $1,000,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and plus (iii) all accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments cash payments related to an Amortization Event pursuant to this Section 1(c) shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, on the date that is the 7th 10th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effectPrice, or the date that the Company reduces the Floor Price in accordance with the terms of this Note, (B) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs. 1 Note to Draft: Shall be the date that is 18-months from the closing date of each Pre-Paid Advance.
Appears in 1 contract
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly cash payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly cash payment shall be in an amount equal to the sum of (i) $1,000,000 250,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and plus (iii) all accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments cash payments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, either (i) on the date that is the 7th 10th consecutive Trading Day that the daily VWAP is greater than the Floor Price then in effect, or the date that (ii) the Company reduces provides the Holder with a reset notice (“Reset Notice”) setting forth a reduced Floor Price which shall be equal to no more than 75% of the closing price on the Trading Day immediately prior to such Reset Notice (and in accordance with no event greater than the terms of this Notethen-effective Floor Price), or (B) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.
Appears in 1 contract
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurs, then the Company shall make monthly payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar Month. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 2,500,000 of the outstanding Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an a Amortization Event shall cease (with respect to any payment that has not yet come due) if any time after the Amortization Date (A) in the event of a Floor Price Event, on the date that is the 7th 5th consecutive Trading Day that the daily VWAP is greater than 110% of the Floor Price then in effect, or (B) in the event of an Exchange Cap Event, the date that the Company reduces has obtained stockholder approval to increase the Floor Price in accordance with number of Ordinary Shares under the terms of this NoteExchange Cap and/ or the Exchange Cap no longer applies, (BC) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Ordinary Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.
Appears in 1 contract
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event occurshas occurred, then the Company shall make monthly payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar MonthMonth until the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $1,000,000 500,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium (as defined below) in respect of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an a Amortization Event shall cease (with respect to any payment that has not yet come due) if any time after the Amortization Event Date (A) in the event of a Floor Price Event, on the date that is the 7th 5th consecutive Trading Day that the daily VWAP is greater than 110% of the Floor Price then in effect, or (B) in the event of an Exchange Cap Event, the date that the Company reduces has obtained stockholder approval to increase the Floor Price in accordance with number of Common Shares under the terms of this NoteExchange Cap and/or the Exchange Cap no longer applies, or (BC) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, or (C)in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Amortization Event occurs.
Appears in 1 contract
Sources: Convertible Note (Inception Growth Acquisition LTD)