Amended and Restated Debenture Clause Samples
An Amended and Restated Debenture clause serves to formally replace and update the terms of an existing debenture agreement between parties. This clause specifies that the original debenture is being superseded by a new document, which incorporates all prior amendments and introduces any additional changes agreed upon by the parties. By consolidating previous modifications and clarifying the current obligations, this clause ensures that all parties are operating under a single, up-to-date agreement, thereby reducing confusion and potential disputes over which terms apply.
POPULAR SAMPLE Copied 4 times
Amended and Restated Debenture. Subject to the terms and conditions set forth herein, on the Effective Date, the Parties agree to exchange the Amended and Restated Debenture for the Second Amended and Restated Debenture in the form attached hereto as Exhibit A.
Amended and Restated Debenture. This Amended and Restated Debenture (the "Debenture") is made as of July 1, 2024 (the “Effective Date”) by and between:
Amended and Restated Debenture. This Debenture is issued in substitution and exchange for, and not in satisfaction or payment of, the 10% Senior Secured Debenture Due December 31, 2008, dated October 3, 2008, payable to the order of the Holder (the “Existing Debenture”), and the indebtedness originally evidenced by the Existing Debenture which is now evidenced by this Debenture shall be a continuing indebtedness, and nothing herein contained shall be construed to deem the Existing Debenture paid, or to release or terminate any lien given to secure the Existing Debenture, which liens shall continue to secure the indebtedness evidenced by this Debenture; provided that the Holder acknowledges that any default that may have existed on the Existing Debenture shall be deemed satisfied and waived upon the issuance of this Debenture.]
Amended and Restated Debenture. (a) Interest under the Amended and Restated Debenture shall accrue as of the date of issuance of the Amended and Restated Debenture.
(b) The Amended and Restated Debenture shall provide the Company a 20 calendar day cure period for any Event of Default (as defined therein) following notice from the Collateral Agent to the Company of any such Event of Default.
(c) Subject to the limitations below, at any time on or following the date of the Uplisting, the Company shall have the conditional option to offer to repay all or any part of the balance of the principal and interest due under the Amended and Restated Debenture (the “Repayment”). Any offer of Repayment shall be, at the option of the Company, (i) in cash or (ii) for a period of six months from the closing of the PIPE Offering, in kind (a “Repayment in Kind”), provided the Company shall deliver written notice of such election to the Holder no later than five business days in advance of the proposed repayment date set forth in such notice (the “Repayment Date”). Bristol, by written notice prior to the proposed Repayment Date, may refuse any proposed Repayment in cash in its sole discretion until the maturity date of the Amended and Restated Debenture. The Company represents and warrants that it has no contractual or other legal obligations that prohibit a Repayment in Kind during the contemplated option period.
(d) Following any Repayment in Kind, Bristol shall promptly, and in any event within 30 calendar days after the Repayment Date, at its own expense, take possession of the Collateral and transport such Collateral to a location of its choosing.
(e) Contemporaneous with B▇▇▇▇▇▇’s exchange of the Debenture for the Amended and Restated Debenture, the Company will issue to Bristol, in partial exchange for the Bristol Debenture, an amended and restated debenture in the form of the Amended and Restated Debenture attached hereto as Exhibit C and secured by the Collateral to the same extent as the Amended and Restated Debenture. Each of Bristol and B▇▇▇▇▇▇ shall enter into an Amended and Restated Security Agreement in substantially the form attached hereto as Exhibit F.
(f) Contemporaneous with the closing of the PIPE Offering, the Company shall amend all outstanding financing statements in favor of B▇▇▇▇▇▇ and Bristol to restate the collateral descriptions therein to exclusively describe the Collateral and undertake any necessary steps to perfect the security interests in the Collateral to create in favor...
Amended and Restated Debenture. The Debenture purchased in connection with the Second Closing shall amend, restate, consolidate, replace and supersede, in its entirely, that certain secured redeemable debenture, dated as of April 30, 2015 and effective as of July 9, 2015 (the “Original Debenture”), issued by the Company in favor of the Buyer, in the principal amount of Seven Hundred Thousand and No/100 United States Dollars (US$700,000) in connection with the First Closing Date. The Debenture purchased by the Buyer at the Second Closing is not in payment or satisfaction of the Original Debenture, but rather is the substitute of one evidence of debt for another without any intent to extinguish the old.
Amended and Restated Debenture. (a) Interest under the Amended and Restated Debenture shall accrue as of the date of issuance of the Amended and Restated Debenture.
(b) The Amended and Restated Debenture shall provide the Company a 20 calendar day cure period for any Event of Default (as defined therein) following notice from the Collateral Agent to the Company of any such Event of Default.
(c) Subject to the limitations below, at any time on or following the date of the Uplisting, the Company shall have the conditional option to offer to repay all or any part of the balance of the principal and interest due under the Amended and Restated Debenture (the “Repayment”). Any offer of Repayment shall be, at the option of the Company, (i) in cash or (ii) for a period of six months from the closing of the PIPE Offering, in kind (a “Repayment in Kind”), provided the Company shall deliver written notice of such election to the Holder no later than five business days in advance of the proposed repayment date set forth in such notice (the “Repayment Date”).