Repayment from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under the Note, the Company receives cash proceeds from an offering of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) that will result in the immediate listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any other national securities exchange (or any successors to any of the foregoing) (an “Uplist Offering”), the Company shall, within one (1) business day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose such Uplist Offering, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received by the Company pursuant to the Uplist Offering to repay all or any portion of the outstanding Principal and Interest (including any Default Interest) then due under the Note. If, at any time after the date that is 180 days after the Closing Date and the Company has failed to consummate an Uplist Offering prior to such date, the Company receives cash proceeds from the sale of any convertible securities, the issuance of equity or debt, the conversion of outstanding warrants of the Company, or the issuance of securities pursuant to an equity line of credit of the Company in a registered offering, the Company shall, within one (1) business day of Company’s receipt of such proceeds, inform the Buyer of or publicly disclose the receipt of proceeds of such offering, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply the proceeds received by the Company pursuant to such offering to repay up to 50% of the outstanding Principal and Interest (including any Default Interest) then due under the Note. Failure of the Company to comply with this provision shall constitute an Event of Default.
Repayment from Proceeds. While any portion of the Note is outstanding, if the Company receives cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payments from customers, the issuance of equity or debt, the conversion of outstanding warrants of the Company, the issuance of securities pursuant to an equity line of credit of the Company or the sale of assets, the Company shall, within one (1) business day of the Company’s receipt of such proceeds, inform the Buyer of such receipt, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply all or any portion of such proceeds to repay all or any portion of the outstanding amounts owed under the Note. In the event that such proceeds are received by the Holder (as defined in the Note) prior to the Maturity Date (as defined in the Note), the required prepayment shall be subject to all prepayment terms in the Note.
Repayment from Proceeds. While any portion of the outstanding Principal Amount and interest (including Default Interest) under this Note are due and owing, if the Company receives cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payments from customers, the issuance of equity or debt, the conversion of outstanding warrants of the Borrower, the issuance of securities pursuant to an equity line of credit of the Borrower or the sale of assets, the Borrower shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder of such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately apply all or any portion of such proceeds to repay all or any portion of the outstanding Principal Amount and interest (including any Default Interest) then due under this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default.
Repayment from Proceeds. While any portion of this Note is outstanding, if the Company receives cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payment from customers, the issuance of equity or debt, the conversion of outstanding warrants of the Borrower, the issuance of securities pursuant to an equity line of credit of the Borrower or the sale of assets from the date of this Note, the Borrower, shall, within one business day of Borrower’s receipt of such proceeds, inform the Holder of such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately apply all or any portion of such proceeds to prepay all or any portion of the outstanding amounts owed under this Note pursuant to the formulas found in the Optional Redemption Right in section 4.1 of this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default. In the event that such proceeds are received by the Holder prior to the Maturity Date, the required prepayment shall be subject to Section 1.3 herein.
Repayment from Proceeds. While any portion of the outstanding Principal Amount and interest (including Default Interest) under this Note are due and owing, if the Company receives cash proceeds from any source or series of related or unrelated sources related to financing transactions, including but not limited to, from the issuance of equity or debt, the issuance of securities pursuant to an equity line of credit of the Borrower or the sale of assets not in the ordinary course of business, the Borrower shall, within three (3) business day of Borrower’s receipt of such proceeds, inform the Holder of such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately apply all or any portion of such proceeds to repay all or any portion of the outstanding Principal Amount and interest (including any Default Interest) then due under this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default. In the event that such proceeds are received by the Holder prior to the Maturity Date, the required prepayment shall be subject to the terms of Section 1.9 herein. This Section shall not apply to (i) issuances of $3.4 million referred to in Section 1(e) of the Securities Purchase Agreement, (ii) exercises of warrants and (iii) necessary working capital financings such as for payroll (“Excepted Issuances”).
Repayment from Proceeds. The provisions of Section 5(c) of the Original Agreement and Section 2.9 of the Note shall apply only if the Company receives at least $5,000,000 in net proceeds from an equity financing, whether in one or more closings and from one or more investors, and if such repayment is not deemed to impair the saleability of the equity financing in the opinion of the lead underwriter/placement agent.
Repayment from Proceeds. While any portion of the Note is outstanding, if the Company receives cash proceeds from an closing of an offering pursuant to Regulation A, Company shall, within one (1) business day of the Company’s receipt of such proceeds, inform the Buyer of such receipt, following which the Buyer shall have the right in its sole discretion to require the Company to immediately apply 10% or any lesser portion of such proceeds to repay all or any portion of the outstanding amounts owed under the Note. In the event that such proceeds are received by the Holder (as defined in the Note) prior to the Maturity Date (as defined in the Note), the required prepayment shall be subject to all prepayment terms in the Note.
Repayment from Proceeds. While any portion of this Note is outstanding, if the Company completes a transaction involving a public offering of its securities and which results in the Company completing an up-listing to the Nasdaq Stock Market, the Company shall, within two (2) business days of Company’s receipt of proceeds from such transaction, inform the Holder of such receipt, following which the Holder shall have the right in its sole discretion to require the Company to immediately apply up to 50% of all proceeds from such public offering received by the Company to repay the outstanding amounts owed under this Note.
Repayment from Proceeds. While any portion of this Note is outstanding, if the Company receives cash proceeds from any registration statement, the Borrower shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder of such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately apply such proceeds to repay all or any portion of the outstanding amounts owed under this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default.
Repayment from Proceeds. While any of the Notes, or any portion thereof, remain outstanding, if the Company receives a minimum of twenty million dollars ($20,000,000.00) in cash proceeds from any source or series of related or unrelated sources, including but not limited to, the Company’s issuance of any equity or debt security, including any underwritten offering of securities, the exercise of the Company’s outstanding warrants or options, or the sale of assets not in the ordinary course of business, then the Company shall, within five (5) business day following the receipt of such proceeds, inform Purchasers of such receipt, whereby the Purchasers shall have the right in their sole discretion to require the Company to immediately apply all or any portion of such proceeds to repay all or any portion of the outstanding amounts owed under the Notes. Failure by the Company to comply with this provision shall constitute an Event of Default. In the event that such proceeds are received by the Company prior to the Maturity Date of the Notes, then required repayment shall be subject to the terms of Section 1.3 of the Notes.
