Convertible Notes Sample Clauses

Convertible Notes. On the Closing Date, the Company shall (a) deliver or cause to be delivered to the trustee under the Indenture (the “Trustee”) written notice (the “Redemption Notice”) of the Company’s election to redeem all of the Convertible Notes thirty (30) days following the Closing (or, if such day is not a Business Day, the first Business Day thereafter) pursuant to Section 6.01 of the Indenture (the “Redemption”), together with any certificates, opinions of counsel or other documents that may be required in connection with the delivery of the Redemption Notice to the Trustee, and (b) take such actions required to be taken by the Indenture in order to satisfy and discharge the Company’s obligations thereunder; provided, that Parent or Merger Sub shall provide funds to the Company in an amount sufficient to pay, or otherwise pay on behalf of the Company, the Redemption Price (as defined in the Indenture), together with all other prepayment, redemption or similar fees that may be payable in connection with the Redemption. In addition, the Company shall timely deliver or cause to be delivered to the Trustee and the holders of the Convertible Notes any notices, publications, certificates, opinions of counsel and other communications required to be delivered, and timely take any other actions required to be taken, by the Indenture, in respect of the Offer, the Merger and the other transactions contemplated hereby. The Company shall not cause or permit a Default (as such term is defined in the Indenture) or an Event of Default (as such term is defined in the Indenture) to occur prior to the Effective Time. The Company shall provide Parent and Merger Sub with a reasonable opportunity to review and comment on all such notices (including the Redemption Notice), publications and other communications to holders of the Convertible Notes or the Trustee, prior to their delivery or publication, and the Company shall give reasonable and good faith consideration to any comments made by Parent and Merger Sub. The Company shall provide Parent with copies of all such notices, publications and other communications. The Company shall promptly provide Parent and Merger Sub with (i) any communications, whether written or oral, that the Company or its counsel may receive from any holder of the Convertible Notes or the Trustee promptly after the receipt thereof, and (ii) a reasonable opportunity to participate with the Company or its counsel in any material discussions or meetings with any h...

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.

Convertible Notes. (a) Immediately prior to the Closing, Parent or its Affiliates then holding Convertible Notes (the “Convertible Note Holders”) shall cause all of the outstanding Convertible Notes , other than the portion thereof to be purchased by the Company as contemplated by the next sentence, to be contributed to Parent (or another Affiliate thereof), and Parent agrees (and shall cause each of the Convertible Note Holders to agree) that, following such contribution and notwithstanding anything to the contrary contained in the Convertible Notes Indenture, the Convertible Note Holders shall no longer be entitled or permitted to exercise the Fundamental Change Repurchase Right (as such term is defined in the Convertible Notes Indenture) under the Convertible Notes Indenture, nor to trigger or exercise the Conversion Obligation (as such term is defined in the Convertible Notes Indenture) under the Convertible Notes Indenture, in respect of the Convertible Notes so contributed; provided that such limitation on exercise of Fundamental Change Repurchase Right or conversion will not apply if the Closing does not occur. Immediately prior to the Closing (the “Convertible Notes Cash Payment Time”) and subject to Parent’s timely delivery of the notification set forth in the next sentence, the Company shall purchase from Parent or its Affiliates a portion of the Convertible Notes, in an amount to be specified by Parent, for cash at the Fundamental Change Repurchase Price (as such term is defined in the Convertible Notes Indenture); provided that the aggregate amount of cash to be paid by the Company to repurchase such portion of the Convertible Notes (the “Convertible Notes Cash Payment Amount”) shall not exceed $130,000,000 (the “Convertible Notes Cash Payment Cap”). Parent shall notify the Company in writing of the amount of the Convertible Notes to be so purchased at least five (5) Business Days prior to the Closing Date. Parent and the Company will cooperate, and in the case of Parent, Parent will cause its applicable Affiliates to cooperate, in good faith with respect to the parties’ obligations under this Section 6.18(a), including, as appropriate, the entry into of any supplemental indenture, amendment or similar agreement with respect to the Convertible Notes Indenture. (b) Prior to the Closing Date, Parent, Merger Sub and the Company shall, as and to the extent required by the Convertible Notes Documents, use reasonable best efforts to execute, and use reasonable best eff...

Convertible Notes. To the extent not repurchased or retired on the Closing Date, the Borrower shall (i) maintain the Convertible Notes Accounts in an amount equal to the aggregate principal amount of Convertible Notes then outstanding and (ii) repurchase or retire the outstanding principal amount of the Convertible Notes on or prior to the maturity date of such Convertible Notes.

Convertible Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer shall purchase from the Company on the applicable Closing Date (as defined below), Convertible Notes in an aggregate original principal amount as set forth on each Buyer’s respective Buyer Schedule.

Convertible Notes. There shall occur an “Event of Default” (or any comparable term) under, and as defined in, the Convertible Notes Documents.

Convertible Notes. The Company was obligated under Convertible Notes issued from November 5, 2014 through and including February 2, 2015, aggregating principal amounts totaling $579,500 and bearing interest of 10% per annum and maturing on September 15, 2016. As of March 31, 2018, there was $245,000 of original principal plus accrued interest of $95,737 for a total of $340,737 due. As of September 30, 2016, outstanding Notes and accrued interest became due and payable. In October 2016, as reported on Forms 8-K, certain noteholders notified the Company that such noteholders’ Notes were in default changing the interest rate from 10% to 12% on such defaulted Notes.

Convertible Notes. The Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the aggregate number of Convertible Notes, as is set forth opposite such Buyer’s name in column (2) on the Schedule of Buyers.

Convertible Notes. Borrower will not voluntarily redeem, purchase or otherwise voluntarily prepay its 8.00% Senior Convertible Notes due 2014 prior to maturity.