Common use of Additional Terms and Covenants Clause in Contracts

Additional Terms and Covenants. (a) Notwithstanding anything to the contrary in the Transaction Documents, all outstanding amounts due to the Creditor Parties under the Transaction Documents shall be immediately due and payable if the Company receives an offer from another person or entity with respect to a Major Transaction, the Agent, on behalf of the Investors, notifies the Company that such offer is satisfactory to the Creditor Parties (in their sole discretion), and either (i) the Board of Directors of the Company does not approve such Major Transaction within ten (10) days of the Company’s receipt of such notice from the Agent, (ii) if such Major Transaction is subject to stockholder approval, the Company does not file a preliminary proxy statement with the SEC within fifteen (15) days of the Company’s receipt of such notice from the Agent or (iii) if such Major Transaction is subject to stockholder approval, the stockholders of the Company do not approve such Major Transaction within ninety (90) days of the Company’s filing receipt of such notice from the Agent; provided, that the Company shall be obligated to immediately forward to the Agent, on behalf of the Investors, any offer that the Company receives with respect to any Major Transaction. (b) Notwithstanding anything to the contrary in the Transaction Documents, the Company shall provide not less than thirty (30) business days’ written notice to the Agent, of the Company’s intent to repay all or any portion of the principal, interest and other amounts outstanding under the Notes. (c) Notwithstanding anything to the contrary in the Transaction Documents, the Company shall pay all outstanding principal and accrued and unpaid interest under the Notes on the Maturity Date. (d) Notwithstanding anything to the contrary in the Transaction Documents, on and following the Amendment Date, the Company agrees it will not, and will not permit any Subsidiary to, enter into, create, incur, assume, suffer, become or be liable for in any manner, or permit to exist, any indebtedness, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly), any indebtedness, performance or obligations of any other Person. Failure of the Company to comply with, or any breach by the Company of, this clause (d) shall be an immediate Event of Default under the Transaction Documents.

Additional Terms and Covenants. (a) Notwithstanding anything to the contrary in the Transaction Documents, all outstanding amounts due to the Creditor Parties Investor and Assignee under the Transaction Documents shall be immediately due and payable if the Company receives an offer from another person or entity with respect to a Major Transaction, the Agent, on behalf of the Investors, Investor notifies the Company that such offer is satisfactory to the Creditor Parties Investor (in their its sole discretion), and either (i) the Board of Directors of the Company does not approve such Major Transaction within ten (10) days of the Company’s receipt of such notice from the AgentInvestor, (ii) if such Major Transaction is subject to stockholder approval, the Company does not file a preliminary proxy statement with the SEC within fifteen (15) days of the Company’s receipt of such notice from the Agent Investor or (iii) if such Major Transaction is subject to stockholder approval, the stockholders of the Company do not approve such Major Transaction within ninety (90) days of the Company’s filing receipt of such notice from the Agent; providedInvestor, that the Company shall be obligated to immediately forward to the Agent, on behalf of the Investors, Investor any offer that the Company receives with respect to any Major Transaction. (b) Notwithstanding anything to the contrary in the Transaction Documents, the Company shall provide not less than thirty (30) business days’ written notice to the AgentInvestor and Assignee, as applicable, of the Company’s intent to repay all or any portion of the principal, interest and other amounts outstanding under the Notes. Following receipt of any such notice, Investor and Assignee shall have the option to convert all or any portion of Notes in accordance with the applicable conversion terms of the applicable Note. (c) Notwithstanding anything to the contrary in the Transaction Documents, each Note, plus all accrued and unpaid interest thereon at the time of any conversion, may be converted at the option of the Investor or Assignee, as applicable, at any time and from time to time into such number of shares of the applicable preferred stock of the Company, upon one (1) business day’s notice to the Company. Upon Assignee’s conversion of the March 2009 Note, the shares of preferred stock shall be issued to the Assignee or any designee(s) of Assignee. (d) Notwithstanding anything to the contrary in the Transaction Documents, the Company shall pay all outstanding principal and accrued and unpaid interest under the Notes on the Maturity Date. (de) Notwithstanding anything to the contrary in the Transaction Documents, on and following the Amendment Date, the Company agrees it will not, and will not permit any Subsidiary to, enter into, create, incur, assume, suffer, become or be liable for in any manner, or permit to exist, any indebtedness, or guarantee, assume, endorse or otherwise become responsible for (directly or indirectly), any indebtedness, performance or obligations of any other Person. Failure of the Company to comply with, or any breach by the Company of, this clause (de) shall be an immediate Event of Default under the Transaction Documents. (f) Notwithstanding anything to the contrary in the Transaction Documents, the Company shall be obligated to provide the Investor and Assignee with written notice of the anticipated record date with respect to any Major Transaction at least five (5) Business Days prior to such record date. Failure of the Company to comply with, or any breach by the Company of, this clause (f) shall be an immediate Event of Default under the Transaction Documents. (g) Notwithstanding anything to the contrary in the Transaction Documents, the Company shall not amend any terms of the Series H Convertible Preferred Stock of the Company, the Series I Convertible Preferred Stock of the Company and/or the Series J Convertible Preferred Stock of the Company, in each case without the prior written consent of the Investor. Failure of the Company to comply with, or any breach by the Company of, this clause (g) shall be an immediate Event of Default under the Transaction Documents. (h) Notwithstanding anything to the contrary in the Transaction Documents, the Company shall not issue any shares of Series H Convertible Preferred Stock, Series I Convertible Preferred Stock or Series J Convertible Preferred Stock of, other than upon the conversion of the March 2009 Note, the September 2012 Note and the February 2013 Note or with the prior written consent of the Investor. Failure of the Company to comply with, or any breach by the Company of, this clause (h) shall be an immediate Event of Default under the Transaction Documents.