Secured Debenture Sample Clauses

A Secured Debenture clause establishes that a debt instrument issued by a company is backed by specific assets as collateral. In practice, this means that if the company defaults on its repayment obligations, the holders of the debenture have a legal right to claim the designated assets to recover their investment. For example, the debenture may be secured against property, equipment, or receivables owned by the company. The core function of this clause is to reduce the risk for lenders by providing them with a security interest, thereby making the investment more attractive and potentially lowering borrowing costs for the issuer.
Secured Debenture. The full amount of this Debenture is secured by the collateral identified and described as security therefor in the Security Agreement.
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Secured Debenture. The Company represents and warrants that it is ------------------ aware of the security agreement being entered into between J▇▇▇ ▇▇▇ ▇▇▇▇, M▇▇▇▇▇ ▇▇▇▇▇ and A▇▇ ▇▇▇▇▇▇▇, as a pledgors of 4,000,000 shares of the Company's common stock and the Purchaser, ____________ as the secured party. The Company understands that the Purchaser is relying on the security agreement and the stock being pledged in the event the Company defaults in the terms of the Subscription Agreement, Registration Rights Agreement or Debentures being entered into between the Company and Purchaser. Furthermore, the Company understands that were it not for this accommodation pledge being made by J▇▇▇ ▇▇▇ ▇▇▇▇, M▇▇▇▇▇ ▇▇▇▇▇ and A▇▇ ▇▇▇▇▇▇▇, the Purchaser would not be subscribing for the Debentures. Therefore, the Company represents and warrants that in the event it defaults by failing to (i) have the registration statement covering this Offering filed within ninety (90) calendar days of the Closing Date of the first tranche of $100,000 or (ii) have declared effective within one hundred eighty (180) calendar days of the Closing Date of the first tranche of $100,000, or (iii) respond within thirty (30) calendar days of receipt of comments from the SEC, that it will cooperate with the Purchaser and do everything necessary to have the legend removed from the pledged shares to facilitate their sale pursuant to the terms of the security agreement. The Company also represents and acknowledges that the Debenture is a full recourse loan being made by the Company and that in the event the 4,000,000 shares are not sufficient to cover 130% of principal plus liquidated damages that the Company shall be completely liable and responsible to pay any deficiency to the Purchaser including liquidated damages as stated in this Subscription Agreement or the Debentures, and reasonable attorney's fees and costs.
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Secured Debenture. The Secured Debenture shall be secured by a first priority perfected security interest against 100% of the issued and outstanding capital stock of WinWin, Inc. The Secured Debenture shall be reduced to zero in the event WinWin earnes Net Income after taxes of at least $10,000,000 in any one year prior to the maturity of the Secured Debenture. It shall be an event of default, which shall permit the Exchanging Shareholders to immediately recover the capital stock of WinWin, in the event any liability of Junum Incorporated, or any of its current or former subsidiaries, remains unpaid, and any creditor seeks to obtain an attachment of the capital stock of Acquirer or WinWin, Inc., or any of their assets, or if any bankruptcy proceeding (whether voluntary or involuntary) is commenced against Gaming. Acquirer shall duly file appropriate UCC-1 Financing Statements to perfect such security interest. The Exchanging Shareholders hereby appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as their attorney-in-fact to receive the Secured Debenture, and to distribute the proceeds of such Secured Debenture, if any, to the Exchanging Shareholders prorate in accordance with their current ownership of WinWin, Inc. Such attorneys-in-fact shall have the right to exercise all rights and privileges of the sole and absolute holders of the Secured Debenture, including agreeing to modifications, amendments, waivers, or any other concession which such attorneys-in-fact shall determine in good faith to be in the best interest of the Exchanging Shareholders currently holding a majority of the WinWin, Inc. common stock.
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Secured Debenture. The Secured Debenture issued in the name of the Purchaser duly executed by the Borrowers.
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Related to Secured Debenture

  • 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.

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • 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.

  • Debentures The Debentures have been duly authorized by the Company and, at the Closing Date, will have been duly executed and delivered to the Indenture Trustee for authentication in accordance with the Indenture, and, when authenticated in the manner provided for in the Indenture and delivered against payment therefor by the Trust, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture enforceable against the Company in accordance with their terms, subject to Bankruptcy and Equity.