Common use of Prepayment Option Upon Triggering Event Clause in Contracts

Prepayment Option Upon Triggering Event. In addition to all other rights of the holders of the Notes contained herein, after a Triggering Event (as defined below), each holder of the Notes shall have the right, at such holder's option, to require the Maker to prepay all or a portion of such holder's Notes at a price equal to the greater of (i) 130% of the aggregate principal amount of the Notes and (ii) the product of (A) the Conversion Rate at such time and (B) the Per Share Market Value of the Common Stock calculated as of the date immediately preceding such Triggering Event on which the exchange or market on which the Common Stock is traded is open ("Triggering Event Prepayment Price" and, collectively with "Major Transaction Prepayment Price," the "Prepayment Price"). (d) "Major Transaction." A "Major Transaction" shall be deemed to have occurred at such time as any of the following events: (i) the consolidation, merger or other business combination of the Maker with or into another Person (as defined in Section 4.13 hereof) (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Maker or (B) a consolidation, merger or other business combination in which holders of the Maker's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities). (ii) the sale or transfer of all or substantially all of the Maker's assets; or (iii) consummation of a purchase, tender or exchange offer made to the holders of more than 30% of the outstanding shares of Common Stock. (e) "Triggering Event." A "Triggering Event" shall be deemed to have occurred at such time as any of the following events: (i) the failure of the Registration Statement to be declared effective by the SEC on or prior to the date which is 270 days after the Closing Date, provided that the Maker has failed to file the Registration Statement on or before the Filing Date (as defined in the Registration Rights Agreement) or respond to any and each of the SEC's comments within fifteen (15) days of the Maker's receipt of each of the SEC's comments; (ii)while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or is unavailable to the holder of the Notes for sale of the Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ten (10) consecutive Trading Days, provided that the cause of such lapse or unavailability is due to factors within the control of the Maker and not due to factors solely within the control of such holder of the Notes; (iii) the suspension from trading or the failure of the Common Stock to be traded on the OTC Bulletin Board for a period of five (5) consecutive days, provided, that such suspension from listing or failure to be listed is due to factors within the control of the Maker, including, but not limited to, failure to timely file all reports required to be filed with the SEC or to meet the net tangible assets requirements for listing, if any; (iv) the Maker's notice to any holder of the Notes, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8) or its intention not to comply with proper requests for conversion of any of the Notes into shares of Common Stock; (v) the Maker's failure to comply with a Conversion Notice tendered within ten (10) business days after the receipt by the Maker of the Conversion Notice and the certificates representing the Notes; or (vi) the Maker breaches any representation, warranty, covenant or other term or condition of the Purchase Agreement, the Registration Rights Agreement or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby or hereby. (f) Mechanics of Prepayment at Option of Buyer Upon Major Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Maker shall deliver written notice thereof via facsimile and overnight courier ("Notice of Major Transaction") to each holder of the Notes. At any time after receipt of a Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), any holder of the Notes then outstanding may require the Maker to prepay, effective immediately prior to the consummation of such Major Transaction, all of the holder's Notes then outstanding by delivering written notice thereof via facsimile and overnight courier ("Notice of Prepayment at Option of Buyer Upon Major Transaction") to the Maker, which Notice of Prepayment at Option of Buyer Upon Major Transaction shall indicate (i) the number of Notes that such holder is electing to prepay and (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant to Section 3.7(b) above. (g)

Prepayment Option Upon Triggering Event. In addition to all other rights of the holders of the Notes contained herein, after a Triggering Event (as defined below), each holder of the Notes shall have the right, at such holder's option, to require the Maker to prepay all or a portion of such holder's Notes at a price equal to the greater of (i) 130% of the aggregate principal amount of the Notes and (ii) the product of (A) the Conversion Rate at such time and (B) the Per Share Market Value of the Common Stock calculated as of the date immediately preceding such Triggering Event on which the exchange or market on which the Common Stock is traded is open ("Triggering Event Prepayment Price" and, collectively with "Major Transaction Prepayment Price," the "Prepayment Price"). (d) "Major Transaction." A "Major Transaction" shall be deemed to have occurred at such time as any of the following events: (i) the consolidation, merger or other business combination of the Maker with or into another Person (as defined in Section 4.13 hereof) (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Maker or (B) a consolidation, merger or other business combination in which holders of the Maker's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities). (ii) the sale or transfer of all or substantially all of the Maker's assets; or (iii) consummation of a purchase, tender or exchange offer made to the holders of more than 30% of the outstanding shares of Common Stock. (e) "Triggering Event." A "Triggering Event" shall be deemed to have occurred at such time as any of the following events: (i) the failure of the Registration Statement to be declared effective by the SEC on or prior to the date which is 270 days after the Closing Date, provided that the Maker has failed to file the Registration Statement on or before the Filing Date (as defined in the Registration Rights Agreement) or respond to any and each of the SEC's comments within fifteen (15) days of the Maker's receipt of each of the SEC's comments; (ii)while ii) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or is unavailable to the holder of the Notes for sale of the Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ten (10) consecutive Trading Days, provided that the cause of such lapse or unavailability is due to -------- factors within the control of the Maker and not due to factors solely within the control of such holder of the Notes; (iii) the suspension from trading or the failure of the Common Stock to be traded on the OTC Bulletin Board for a period of five (5) consecutive days, provided, that such suspension from listing or failure to be listed is due to factors within the control of the Maker, including, but not limited to, failure to timely file all reports required to be filed with the SEC or to meet the net tangible assets requirements for listing, if any; (iv) the Maker's notice to any holder of the Notes, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8) or its intention not to comply with proper requests for conversion of any of the Notes into shares of Common Stock; (v) the Maker's failure to comply with a Conversion Notice tendered within ten (10) business days after the receipt by the Maker of the Conversion Notice and the certificates representing the Notes; or (vi) the Maker breaches any representation, warranty, covenant or other term or condition of the Purchase Agreement, the Registration Rights Agreement or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby or hereby. (f) Mechanics of Prepayment at Option of Buyer Upon Major Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Maker shall deliver written notice thereof via facsimile and overnight courier ("Notice of Major Transaction") to each holder of the Notes. At any time after receipt of a Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), any holder of the Notes then outstanding may require the Maker to prepay, effective immediately prior to the consummation of such Major Transaction, all of the holder's Notes then outstanding by delivering written notice thereof via facsimile and overnight courier ("Notice of Prepayment at Option of Buyer Upon Major Transaction") to the Maker, which Notice of Prepayment at Option of Buyer Upon Major Transaction shall indicate (i) the number of Notes that such holder is electing to prepay and (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant to Section 3.7(b) above. (g)

Prepayment Option Upon Triggering Event. In addition to all other rights of the holders of the Notes contained herein, after a Triggering Event (as defined below), each holder of the Notes shall have the right, at such holder's option, to require the Maker to prepay all or a portion of such holder's Notes at a price equal to the greater of (i) 130% of the aggregate principal amount of the Notes and (ii) the product of (A) the Conversion Rate at such time and (B) the Per Share Market Value of the Common Stock calculated as of the date immediately preceding such Triggering Event on which the exchange or market on which the Common Stock is traded is open ("Triggering Event Prepayment Price" and, collectively with "Major Transaction Prepayment Price," the "Prepayment Price"). (d) "Major Transaction." A "Major Transaction" shall be deemed to have occurred at such time as any of the following events: (i) the consolidation, merger or other business combination of the Maker with or into another Person (as defined in Section 4.13 hereof) (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Maker or (B) a consolidation, merger or other business combination in which holders of the Maker's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities). (ii) the sale or transfer of all or substantially all of the Maker's assets; or (iii) consummation of a purchase, tender or exchange offer made to the holders of more than 30% of the outstanding shares of Common Stock. (e) "Triggering Event." A "Triggering Event" shall be deemed to have occurred at such time as any of the following events: (i) the The failure of the Registration Statement to be declared effective by the SEC on or prior to the date which is 270 days after the Closing Date, provided that the Maker has failed to file the Registration Statement on or before the Filing Date (as defined in the Registration Rights Agreement) or respond to any and each of the SEC's comments within fifteen (15) days of the Maker's receipt of each of the SEC's comments; (ii)while ii) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, ,the issuance of a stop order) or is unavailable to the holder of the Notes for sale of the Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ten (10) consecutive Trading Days, provided that the cause of such lapse or unavailability is due to factors within the control of the Maker and not due to factors solely within the control of such holder of the Notes; (iii) the suspension from trading or the failure of the Common Stock to be traded on the OTC Bulletin Board for a period of five (5) consecutive days, provided, that such suspension from listing or failure to be listed is due to factors within the control of the Maker, including, but not limited to, failure to timely file all reports required to be filed with the SEC or to meet the net tangible assets requirements for listing, if any; (iv) the Maker's notice to any holder of the Notes, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8) or its intention not to comply with proper requests for conversion of any of the Notes into shares of Common Stock; (v) the Maker's failure to comply with a Conversion Notice tendered within ten (10) business days after the receipt by the Maker of the Conversion Notice and the certificates representing the Notes; or (vi) the Maker breaches any representation, warranty, covenant or other term or condition of the Purchase Agreement, the Registration Rights Agreement or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby or hereby. (f) Mechanics of Prepayment at Option of Buyer Upon Major Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Maker shall deliver written notice thereof via facsimile and overnight courier ("Notice of Major Transaction") to each holder of the Notes. At any time after receipt of a Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), any holder of the Notes then outstanding may require the Maker to prepay, effective immediately prior to the consummation of such Major Transaction, all of the holder's Notes then outstanding by delivering written notice thereof via facsimile and overnight courier ("Notice of Prepayment at Option of Buyer Upon Major Transaction") to the Maker, which Notice of Prepayment at Option of Buyer Upon Major Transaction shall indicate (i) the number of Notes that such holder is electing to prepay and (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant to Section 3.7(b) above. (g);

Prepayment Option Upon Triggering Event. In addition to all other rights of the holders of the Notes contained herein, after a Triggering Event (as defined below), each holder of the Notes shall have the right, at such holder's option, to require the Maker to prepay all or a portion of such holder's Notes at a price equal to the greater of (i) 130% of the aggregate principal amount of the Notes and (ii) the product of (A) the Conversion Rate at such time and (B) the Per Share Market Value of the Common Stock calculated as of the date immediately preceding such Triggering Event on which the exchange or market on which the Common Stock is traded is open ("Triggering Event Prepayment Price" and, collectively with "Major Transaction Prepayment Price," the "Prepayment Price"). (d) "Major Transaction." A "Major Transaction" shall be deemed to have occurred at such time as any of the following events: (i) the consolidation, merger or other business combination of the Maker with or into another Person (as defined in Section 4.13 hereof) (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Maker or (B) a consolidation, merger or other business combination in which holders of the Maker's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities). (ii) the sale or transfer of all or substantially all of the Maker's assets; or (iii) consummation of a purchase, tender or exchange offer made to the holders of more than 30% of the outstanding shares of Common Stock. (e) "Triggering Event." A "Triggering Event" shall be deemed to have occurred at such time as any of the following events: (i) the failure of the Registration Statement to be declared effective by the SEC on or prior to the date which is 270 days after the Closing Date, provided that the Maker has failed to file the Registration Statement on or before the Filing Date (as defined in the Registration Rights Agreement) or respond to any and each of the SEC's comments within fifteen (15) days of the Maker's receipt of each of the SEC's comments; (ii)while ii) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or is unavailable to the holder of the Notes for sale of the Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ten (10) consecutive Trading Days, provided that the cause of such lapse or unavailability is due to -------- factors within the control of the Maker and not due to factors solely within the control of such holder of the Notes; (iii) the suspension from trading or the failure of the Common Stock to be traded on the OTC Bulletin Board for a period of five (5) consecutive days, provided, that such suspension from listing or failure to be listed is due to ---- factors within the control of the Maker, including, but not limited to, failure to timely file all reports required to be filed with the SEC or to meet the net tangible assets requirements for listing, if any; (iv) the Maker's notice to any holder of the Notes, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8) or its intention not to comply with proper requests for conversion of any of the Notes into shares of Common Stock; (v) the Maker's failure to comply with a Conversion Notice tendered within ten (10) business days after the receipt by the Maker of the Conversion Notice and the certificates representing the Notes; or (vi) the Maker breaches any representation, warranty, covenant or other term or condition of the Purchase Agreement, the Registration Rights Agreement or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby or hereby. (f) Mechanics of Prepayment at Option of Buyer Upon Major Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Maker shall deliver written notice thereof via facsimile and overnight courier ("Notice of Major Transaction") to each holder of the Notes. At any time after receipt of a Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), any holder of the Notes then outstanding may require the Maker to prepay, effective immediately prior to the consummation of such Major Transaction, all of the holder's Notes then outstanding by delivering written notice thereof via facsimile and overnight courier ("Notice of Prepayment at Option of Buyer Upon Major Transaction") to the Maker, which Notice of Prepayment at Option of Buyer Upon Major Transaction shall indicate (i) the number of Notes that such holder is electing to prepay and (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant to Section 3.7(b) above. (g)

Prepayment Option Upon Triggering Event. In addition to all other rights of the holders of the Notes contained herein, after a Triggering Event (as defined below), each holder of the Notes shall have the right, at such holder's option, to require the Maker to prepay all or a portion of such holder's Notes at a price equal to the greater of (i) 130% of the aggregate principal amount of the Notes and (ii) the product of (A) the Conversion Rate at such time and (B) the Per Share Market Value of the Common Stock calculated as of the date immediately preceding such Triggering Event on which the exchange or market on which the Common Stock is traded is open ("Triggering Event Prepayment Price" and, collectively with "Major Transaction Prepayment Price," the "Prepayment Price"). (d) "Major Transaction." A "Major Transaction" shall be deemed to have occurred at such time as any of the following events: (i) the consolidation, merger or other business combination of the Maker with or into another Person (as defined in Section 4.13 hereof) (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Maker or (B) a consolidation, merger or other business combination in which holders of the Maker's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities). (ii) the sale or transfer of all or substantially all of the Maker's assets; or (iii) consummation of a purchase, tender or exchange offer made to the holders of more than 30% of the outstanding shares of Common Stock. (e) "Triggering Event." A "Triggering Event" shall be deemed to have occurred at such time as any of the following events: (i) the failure of the Registration Statement to be declared effective by the SEC on or prior to the date which is 270 days after the Closing Date, provided that the Maker has failed to file the Registration Statement on or before the Filing Date (as defined in the Registration Rights Agreement) or respond to any and each of the SEC's comments within fifteen (15) days of the Maker's receipt of each of the SEC's comments; (ii)while ii) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or is unavailable to the holder of the Notes for sale of the Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ten (10) consecutive Trading Days, provided that the cause of such lapse or unavailability is due to factors within the control of the Maker and not due to factors solely within the control of such holder of the Notes; (iii) the suspension from trading or the failure of the Common Stock to be traded on the OTC Bulletin Board for a period of five (5) consecutive days, provided, that such suspension from listing or failure to be listed is due to factors within the control of the Maker, including, but not limited to, failure to timely file all reports required to be filed with the SEC or to meet the net tangible assets requirements for listing, if any; (iv) the Maker's notice to any holder of the Notes, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8) or its intention not to comply with proper requests for conversion of any of the Notes into shares of Common Stock; (v) the Maker's failure to comply with a Conversion Notice tendered within ten (10) business days after the receipt by the Maker of the Conversion Notice and the certificates representing the Notes; or (vi) the Maker breaches any representation, warranty, covenant or other term or condition of the Purchase Agreement, the Registration Rights Agreement or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby or hereby. (f) Mechanics of Prepayment at Option of Buyer Upon Major Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Maker shall deliver written notice thereof via facsimile and overnight courier ("Notice of Major Transaction") to each holder of the Notes. At any time after receipt of a Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), any holder of the Notes then outstanding may require the Maker to prepay, effective immediately prior to the consummation of such Major Transaction, all of the holder's Notes then outstanding by delivering written notice thereof via facsimile and overnight courier ("Notice of Prepayment at Option of Buyer Upon Major Transaction") to the Maker, which Notice of Prepayment at Option of Buyer Upon Major Transaction shall indicate (i) the number of Notes that such holder is electing to prepay and (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant to Section 3.7(b) above. (g)