Conversion Defaults Sample Clauses

Conversion Defaults. If, at any time, (x) a holder of shares of New Preferred Stock or Series E Convertible Preferred Stock (the “Series E Preferred Stock”) submits a Notice of Conversion and the Corporation fails for any reason (including without limitation because such issuance would exceed such holder’s allocated portion of the Reserved Amount, but not including because of the limitations set forth in Article IV.C.) to deliver in strict accordance with the terms hereof, on or prior to the last Trading Day of the Delivery Period for such conversion, such number of shares of Common Stock to which such holder is entitled upon such conversion, or (y) the Corporation provides written notice to any holder of New Preferred Stock or Series E Preferred Stock (or makes a public announcement via press release) at any time of its intention not to issue shares of Common Stock upon exercise by any holder of its conversion rights in accordance with the terms of this Certificate of Designations (each of (x) and (y) being a “Conversion Default”), then, in either such case, if such Conversion Default is not cured within five Trading Days of its initial occurrence, each holder of Series C Preferred Stock may elect, by delivery of a notice (the "Conversion Default Notice”) to the Corporation, to have such holder’s outstanding shares of Series C Preferred Stock redeemed out of funds legally available therefore by the Corporation. Any such redemption shall be made pursuant to the process and in the amount described in Sections A through C of Article VII (deeming the Conversion Default Notice delivered pursuant to this Article VI.A to be a “Redemption Trigger Notice” for such purpose and deeming the Conversion Default pursuant to this Article VI.A to be a “Redemption Event” for such purpose).
AutoNDA by SimpleDocs
Conversion Defaults. If, at any time, (i) the Holder submits a Notice of Conversion and the Borrower fails for any reason (other than because such issuance would exceed the Holder's allocated portion of the Reserved Amount, for which failures the holders shall have the remedies set forth in Article III) to deliver, on or prior to the fifth business day following the expiration of the Delivery Period for such conversion, such number of freely tradable shares of Common Stock to which the Holder is entitled upon such conversion, (such event being a "CONVERSION DEFAULT"), then the Holder may elect, at any time and from time to time prior to the Default Cure Date for such Conversion Default, by delivery of a Default Notice to the Borrower, to have all or any portion of the unpaid principal amount hereof and accrued interest thereto paid by the Borrower in cash.
Conversion Defaults. If, at any time, (i) a holder of shares of Series A Preferred Stock submits a Notice of Conversion and the Corporation fails for any reason to deliver, on or prior to the fifth business day following the expiration of the Delivery Period for such conversion, such number of shares of Common Stock to which such holder is entitled upon such conversion, or (ii) the Corporation provides written notice to any holder of Series A Preferred Stock (or makes a public announcement via press release) at any time of its intention not to issue shares of Common Stock upon exercise by any holder of its conversion rights in accordance with the terms of this Certificate of Designation (each of (i) and (ii) being a “Conversion Default”), then the holder may elect, at any time and from time to time prior to the Default Cure Date for such Conversion Default, by delivery of a Redemption Notice to the Corporation, to have all or any portion of such holder’s outstanding shares of Series A Preferred Stock redeemed by the Corporation for cash, at an amount per share equal to the Redemption Amount (as defined in Article VII.B). If the Corporation fails to redeem any of such shares within five business days after its receipt of such Redemption Notice, then such holder shall be entitled to the remedies provided in Article VII.C.
Conversion Defaults. If, at any time, (i) Holder submits a Notice of Conversion and Borrower fails for any reason to deliver, on or prior to the fifth business day following the expiration of the Delivery Period for such conversion, such number of shares of Common Stock to which Holder is entitled upon such conversion, or (ii) Borrower provides written notice to Holder (or makes a public announcement via press release) at any time of its intention not to issue shares of Common Stock upon exercise by Holder of their conversion rights in accordance with the terms of the Note (each of (i) and (ii) being a "Conversion Default"), then Holder may elect, at any time and from time to time prior to the Default Cure Date for such Conversion Default, by delivery of a Default Notice to Borrower, to have all or any portion of the unpaid principal amount hereof and accrued interest thereto prepaid by Borrower in cash, for an amount per share equal to the Default Amount (as defined in Article V.B). If Borrower fails to prepay any portion of this Note as required hereby within five business days after its receipt of such Default Notice, then Holder shall be entitled to the remedies provided in Article V.C.
Conversion Defaults. The following shall constitute a "CONVERSION DEFAULT": (i) following the submission by a Holder of a Notice of Conversion, the Corporation fails for any reason to deliver, in accordance with the delivery instructions contained in the Notice of Conversion, on or prior to the tenth trading day following the expiration of the Delivery Period for such conversion, such number of freely tradeable shares of Common Stock to which such Holder is entitled upon such conversion or (ii) other than in accordance with Article III.B(iv), the Corporation provides notice (or otherwise indicates) to any Holder at any time of its intention not to issue freely tradeable shares of Common Stock upon exercise by any Holder of its conversion rights in accordance with the terms of the Notes, or (iii) the Corporation is prohibited, at any time, from issuing shares of Common Stock upon the conversion of the Notes to any Holder because the Corporation does not have available a sufficient number of or authorized and unissued shares of Common Stock. Upon the occurrence of a Conversion Default and until the Default Cure Date, the Holder shall be entitled to the remedies set forth in Article VI; provided, however, that the Holder shall not be entitled to exercise the remedies set forth in Article VI 8 hereof for a Conversion Default of the type enumerated in Article V.A(i) hereof until the eighth trading day after the date that such Conversion Default remains uncured.

Related to Conversion Defaults

  • Termination; Default If Contractor is in default of any of its obligations under this Contract and has not commenced cure within ten days after receipt of a written notice of default from County and cured such default within the time specified in the notice, the County shall immediately be entitled to either commence resolution in accordance with this paragraph or to terminate this Contract by giving written notice to take effect immediately. Default shall include failure to carry out any of the requirements of this Contract, including, but not limited to not providing enough properly skilled workers or proper materials, persistently disregarding laws and or ordinances, not proceeding with the work as agreed to herein, or otherwise substantially violating any provision of this Contract. Upon termination of the Contract with Contractor, the County may begin negotiations with a third-party Contractor to provide goods and/or services as specified in this Contract. The right of either party to terminate this Contract hereunder shall not be affected in any way by its waiver of or failure to take action with respect to any previous default.

  • Reservation Default Failure by the Borrower to have reserve for issuance upon conversion of the Note the amount of Common stock as set forth in the Subscription Agreement.

  • Registration Defaults If any of the following events shall occur, then the Company shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:

  • Upon Default Landlord shall have the right to pursue any one or more of the following remedies:

  • Registration Default If (A) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (C) an amendment to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of (A), (B) and (C) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, or otherwise.

  • Action Upon Default Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure to satisfy any conditions in Section 6, unless it has received written notice from a Borrower or Required Lenders specifying the occurrence and nature thereof. If a Lender acquires knowledge of a Default, Event of Default or failure of such conditions, it shall promptly notify Agent and the other Lenders thereof in writing. Each Secured Party agrees that, except as otherwise provided in any Loan Documents or with the written consent of Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations (other than Secured Bank Product Obligations) or assert any rights relating to any Collateral.

  • Termination Upon Default Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party; provided however, that the non-defaulting Party notifies the defaulting party in writing of the alleged default and that the defaulting Party does not cure the alleged default within sixty (60) calendar days of receipt of written notice thereof. Default is defined to include:

  • Rights on Default On the occurrence of an Event of Default, we may exercise our rights under this clause, except that in the case of the occurrence of any Event of Default specified in Clause 14.2 or Clause 14.3 of the definition of Events of Default (each a “Bankruptcy Default”), the automatic termination provision of this clause shall apply.

  • Termination on Default The Authority may terminate this Framework Agreement by serving written notice on the Supplier with effect from the date specified in such notice where the Supplier commits a Material Default and if:

  • Automatic Defaults If any Event of Default referred to in Section 7.11 hereof shall occur:

Time is Money Join Law Insider Premium to draft better contracts faster.