Second Debenture Clause Samples

The Second Debenture clause establishes a secondary security interest in favor of a lender, ranking behind a primary or first debenture. This clause typically outlines the terms under which the second debenture holder may claim against the borrower's assets, often specifying the order of repayment and the types of assets covered. Its core practical function is to provide additional, but subordinated, security for lenders, enabling borrowers to secure further financing while clarifying the priority of claims in the event of default or insolvency.
Second Debenture. Provided that no Event of Default (as defined in the Debenture) has occurred under the Debenture (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shall select a date during the Second Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the "Second Debenture Date") at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,500,000 in exchange for a purchase price of $1,500,000 (the "Second Debenture"), with such purchase price paid via a cash payment of $200,000 and the issuance of a promissory note in the principal amount of $1,300,000 (the "Second Promissory Note"), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of this Agreement, the Debenture and the Promissory Note, as applicable, and when the Second Debenture is issued, the term "Debenture" as used in this Agreement shall be deemed to include the Second Debenture in all respects and when the Second Promissory Note is issued, the term "Promissory Note" as used in this Agreement shall be deemed to include the Second Promissory Note in all respects. The closing of the purchase and sale of the Second Debenture and the issuance of the Second Promissory Note shall occur upon the earlier of (i) ten (10) days from the termination of the Second Debenture Period, or (ii) the funding of the Second Debenture by Holder. The exact date during the Second Debenture Period that shall be the Second Debenture Date shall be selected by Holder in Holder's sole and absolute discretion. For the purposes of this Agreement, the "Second Debenture Period" shall mean the period that commences on the date hereof and terminates upon the date that the remaining Principal Amount of the Debenture issued on the date hereof is equal to an amount not greater than $500,000.
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Second Debenture. In further consideration of the undertakings by Buyer hereunder, at the Closing the Company shall issue Buyer a convertible debenture with a principal balance of $200,000.00 in substantially the same form as the form of debenture attached hereto as Exhibit B (the “Second Debenture” and, together with the Third Debenture, the “Securities”).
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Second Debenture. Provided that no Event of Default (as defined in the Debenture) has occurred under the Debenture (provided that Holder may, in its sole and absolute discretion waive the occurrence of such Event of Default with respect to this Section), Holder shall, in Holder’s sole and absolute discretion, select a date during the Second Debenture Period (as defined below) (with such date as selected by Holder referred to herein as the “Second Debenture Date”) at which the Company shall sell and the Holder shall purchase a debenture in the principal amount of $1,000,000 in exchange for a purchase price of $1,000,000 (the “Second Debenture”), with such purchase price paid via a cash payment of $100,000 and the issuance of a promissory note in the principal amount of $900,000 (the “Second Promissory Note”), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of this Agreement, the Debenture and the Promissory Note, as applicable, including the entry into a Stock Pledge Agreement on the same terms as set forth in the Stock Pledge Agreement (as defined herein) entered into in Initials Initials
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Related to Second Debenture

  • The Debentures SECTION 2.01.

  • Convertible Note From and after the Effective Time, the Company's $8,000,000 10% convertible subordinated promissory note, dated November 20, 1998, payable to Wind Point Partners III, L.P. (the "Convertible Note") shall, in accordance with the terms of the Convertible Note, represent the right, upon conversion thereof in accordance with its terms, to receive in cash, without interest, a single lump sum cash payment equal to the product of (i) the number of shares of Company Common Stock issuable upon the conversion of such Convertible Note in accordance with its terms immediately prior to the Effective Time and (ii) the Common Stock Merger Consideration, such cash payment to be reduced by any required withholding of Taxes.

  • Form of Debenture The Debenture and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the forms contained as Exhibit A to this Indenture, attached hereto and incorporated herein by reference.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.