Common use of Tranche B Notes Clause in Contracts

Tranche B Notes. Notwithstanding anything herein to the contrary, in the event that the Qualified Offering occurs prior to the later of (x) the last Tranche B Monthly Advance Closing Date, or (y) the aggregate amount of the Tranche B Marketing Advances advanced to the Company by each Tranche B Lender shall have reached the applicable Tranche B Maximum Marketing Advance Amount, the Company, in its sole discretion, shall have the right to terminate its obligation to sell and issue additional Notes and not hold any Tranche B Monthly Advance Closing or Tranche B Marketing Advance Closing following the closing of a Qualified Offering; provided, that, the Company shall issue to each Tranche B Lender Warrants to purchase the number of Warrant Shares equal to (i) 20% of: (A) if the Tranche B Lender has not elected to purchase additional Tranche B Notes at the Tranche B Second Term Monthly Advance Closings and the Tranche B Third Term Monthly Advance Closings, the difference between (1) the Tranche B Lender’s total commitment as is set forth opposite such Tranche Lender’s name in column titled “First Term Total Commitment” on Schedule II and (2) the amount of the Consideration actually funded by such Tranche B Lender; (B) if the Tranche B Lender has elected to purchase additional Tranche B Notes at the Tranche B Second Term Monthly Advance Closings but has not elected to purchase additional Tranche B Notes at the Tranche B Third Term Monthly Advance Closings, the difference between (1) the Tranche B Lender’s total commitment as is set forth opposite such Tranche Lender’s name in column titled “Second Term Total Commitment” on Schedule II and (2) the amount of the Consideration actually funded by such Tranche B Lender; or (C) if the Tranche B Lender has elected to purchase additional Tranche B Notes at the Tranche B Second Term Monthly Advance Closings and the Tranche B Third Term Monthly Advance Closings, the difference between (1) the Tranche B Lender’s total commitment as is set forth opposite such Tranche Lender’s name in column titled “Third Term Total Commitment” on Schedule II and (2) the amount of the Consideration actually funded by such Tranche B Lender; divided by (ii) the Qualified Offering Price. The form of Warrants issued pursuant to this Section 2.3(b) shall be the same as the form of warrant issued in connection with the closing of a Qualified Offering pursuant to Section 2.2.

Tranche B Notes. Notwithstanding anything herein (a) Subject to the contraryterms and conditions of this Agreement, in the event that the Qualified Offering occurs prior each Tranche B Noteholder severally agrees to make advances to the later of Company (xeach a "TRANCHE B ADVANCE") during the last period from the date hereof through September 1, 1999 (the "TRANCHE B COMMITMENT PERIOD") in an aggregate amount not exceeding the principal amount specified opposite such Tranche B Monthly Advance Closing DateNoteholder's name in SCHEDULE A (such amount, as it may be reduced or (y) terminated pursuant to this Agreement, is herein referred to as such Tranche B Noteholder's "TRANCHE B COMMITMENT"). Each funding of Tranche B Advances shall be made on the aggregate amount of same date ratably by the Tranche B Marketing Noteholders. The Tranche B Advances advanced to the Company made by each Tranche B Lender Noteholder shall have reached be evidenced by the applicable Tranche B Maximum Marketing Advance Amount, Note issued to such Noteholder. Subject to the Company, in its sole discretion, shall have limits set forth herein and the right to terminate its obligation to sell other terms and issue additional Notes and not hold any Tranche B Monthly Advance Closing or Tranche B Marketing Advance Closing following the closing conditions of a Qualified Offering; provided, thatthis Agreement, the Company shall may borrow, repay and reborrow Tranche B Advances under this SECTION 2.02. (b) Pursuant to the Original Note Purchase Agreement, the Company has authorized the issue and sale of $5,000,000 aggregate principal amount of its 10% Senior Secured General Obligation Notes (the "TRANCHE B NOTES"). Pursuant to the Original Note Purchase Agreement, the Company has issued to each Tranche B Lender Warrants to purchase Noteholder a Tranche B Note in the number principal amount of Warrant Shares equal to (i) 20% of: (A) such Tranche B Noteholder's Tranche B Commitment. The Tranche B Notes are in the form set out in EXHIBIT 2.02, with such changes therefrom, if any, as may be approved by the Tranche B Lender has not elected to purchase additional Noteholders and the Company. Each Tranche B Notes at Noteholder will note on its internal records, to the extent applicable, the date and amount of each Tranche B Second Term Monthly Advance Closings and the Tranche B Third Term Monthly Advance Closings, the difference between (1) the Tranche B Lender’s total commitment as is set forth opposite such Tranche Lender’s name in column titled “First Term Total Commitment” on Schedule II and (2) the amount of the Consideration actually funded made by such Tranche B Lender; (B) if Noteholder to the Tranche B Lender has elected to purchase additional Tranche B Notes at the Tranche B Second Term Monthly Advance Closings but has not elected to purchase additional Tranche B Notes at the Tranche B Third Term Monthly Advance ClosingsCompany hereunder, the difference between (1) the Tranche B Lender’s total commitment as is set forth opposite such Tranche Lender’s name in column titled “Second Term Total Commitment” on Schedule II and (2) the amount of each payment in respect thereof and will prior to any transfer of any of its Tranche B Note endorse on the Consideration actually funded by reverse side thereof the outstanding principal amount of Tranche B Advances evidenced thereby. Failure to make any such notation shall not affect the Company's obligations in respect of such Tranche B Lender; or (C) if the Advance. Absent manifest error, any Tranche B Lender has elected to purchase additional Noteholder's records or notations on its Tranche B Notes at Note as to the outstanding principal amount of its Tranche B Second Term Monthly Advance Closings and the Tranche B Third Term Monthly Advance Closings, the difference between (1) the Tranche B Lender’s total commitment as is set forth opposite such Tranche Lender’s name in column titled “Third Term Total Commitment” on Schedule II and (2) the amount of the Consideration actually funded by such Tranche B Lender; divided by (ii) the Qualified Offering Price. The form of Warrants issued pursuant to this Section 2.3(b) Advances shall be the same as the form of warrant issued in connection with the closing of a Qualified Offering pursuant rebuttably presumed to Section 2.2be correct.