Debentures Clause Samples

Debentures. On or prior to the date of the Original Agreement, all amounts payable under the Debentures, other than the $751,600 that will be repaid with the proceeds from the first Pre-Advance shall have been converted into Common Shares in full satisfaction of any obligations thereunder.

Debentures. The parties intend to seek the Debenture Holders Required Consent in connection with, and to permit, the Distribution and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the "Debenture Consent Solicitation") and, in connection therewith, prior to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Debentures initially issued by each of NYC Newco and PRR Newco for the Debentures on the terms and subject to the conditions set forth herein and/or on such other terms as may be agreed by CRC, NSC and CSX as necessary or appropriate in order to facilitate obtaining the Debenture Holders Required Consent, including without limitation, the amount of the Debenture Cash Payments (the "Exchange Offer"). The Exchange Offer shall be on the basis that each holder of Debentures accepting the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection with the foregoing, the parties shall undertake the following transactions: (a) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation. (b) Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, on the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture. (c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering...

Debentures. Upon the conversion of the Debentures, the holder thereof shall submit such Debenture together with a notice of conversion to the Seller and the Seller shall instruct its transfer agent to issue one or more Certificates representing that number of shares of Common Stock into which the Debenture or Debentures are convertible in accordance with the provisions regarding conversion set forth in Exhibit A hereto. The Seller shall act as Debenture Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Debenture.

Debentures. Delivery by the Company to the Buyer of the Debentures to be purchased in accordance with this Agreement;

Debentures. Upon the conversion of the Debentures, the holder thereof shall submit such Debenture and Notice of Conversion to the Escrow Agent with a copy to Company and Escrow Agent shall immediately deliver the Irrevocable Treasury Orders in its possession pursuant to the Agreement to the Transfer Agent. Upon receipt of the Shares, the Escrow Agent will deliver the Shares to the holder. In the event the Irrevocable Treasury Orders for Shares are not sufficient, Seller shall, within five (5) business days of receipt of notice from Escrow Agent, instruct Seller's transfer agent to issue one or more certificates representing the balance of that number of shares of Common Stock into which the Debenture or Debentures are convertible in accordance with the provisions regarding conversion set forth in Exhibit A hereto. The Seller shall act as Debenture Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Debenture.

Debentures. Upon receipt by the Company or its designated attorney of a facsimile or original of Purchaser's signed Notice of Conversion followed by receipt of the original Debenture to be converted in whole or in part (within 5 business days as indicated in 4(b) below), the Company shall instruct its transfer agent to issue one or more Certificates representing that number of shares of Common Stock into which the Debenture is convertible in accordance with the provisions regarding conversion set forth in Exhibit D hereto. The Seller's transfer agent or attorney shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Debenture.

Debentures. Upon receipt by the Company or its designated attorney of a facsimile or original of Purchaser's signed Notice of Conversion and the original Debenture to be converted in whole or in part, the Company shall instruct its transfer agent to issue one or more Certificates representing that number of shares of Common Stock into which the Debenture is convertible in accordance with the provisions regarding conversion set forth in Exhibit D hereto. The Seller's transfer agent or attorney shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Debenture.

Debentures. Borrower undertakes to create, in favor of Bank, (i) a first ranking floating charge over all of the present and future assets of ISR Borrower whether now existing or hereafter created (including without limitation, Intellectual Property), (ii) a first ranking fixed charge over its registered and unissued share capital, its reputation and goodwill, Intellectual Property, equipment and other fixed assets and any tax benefit it may have, in accordance with a debentures of floating charge and fixed charge in the forms of Debenture attached as Exhibit E and Exhibit E-1 respectively, and (iii) a first ranking fixed charge over its equity holdings in the shares of the UK Subsidiary, in accordance with the applicable form of the Deed of Pledge attached hereto as Exhibit F (as amended, modified or restated from time to time, jointly, the “ISR Debentures” and each, an “ISR Debenture”). In addition, Borrower undertakes to create (a) within twenty (20) days of the end of each calendar year, and more often if requested at the sole and absolute discretion of Bank, a first ranking fixed charge over (i) each Account which is outstanding at such time, (ii) ISR Borrower’s rights, whether then existing or thereafter created, to receive funds from its customers, and (iii) any additional applications for registration of Intellectual Property of ISR Borrower or additional registered Intellectual Property of ISR Borrower (as described in Section 6.10 below) and any additional unregistered Intellectual Property developed by ISR Borrower, if any, and (iv) Borrower’s Equipment, all in accordance with a debenture of fixed charge in the form of the Debenture attached hereto as Exhibit E-1) (or in the form of an amendment to the existing ISR Debenture, at the Bank’s discretion as agreed by Borrower; (each such new and/or amended debenture and/or deed of pledge shall also be included in the definition of the term “ISR Debenture” herein). Borrower warrants and represents that the charges of the ISR Debentures, upon the filing thereof, shall be first priority fixed and floating charges (as provided therein) in the Collateral. In addition, Borrower undertakes to create, upon Bank’s written request to be made at Bank's sole discretion, a first ranking fixed charge over its equity holdings in the shares of each of its Subsidiaries, whether constituting Subsidiaries as of the Effective Date or thereafter becoming Subsidiaries of Borrower.

Debentures. Subject to the conditions of this Section 2.5, the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties to this Agreement as “Investors” for the purpose of purchasing Series A Preferred Shares at the Second Closing on the terms, and subject to the conditions, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed in Appendix III, as to (i) the date scheduled for the Second Closing, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as an “Investor” in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence), which notice shall include a copy of the agreement described in the next sentence. If any such Debenture Holder shall determine to become a party to this Agreement as an “Investor,” then such Debenture Holder shall, at least five business days prior to the scheduled date for the Second Closing, deliver to the Company and to special counsel for the Investors an agreement wherein such Debenture Holder (1) shall agree to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein originally as an “Investor,” (2) shall confirm the aggregate consideration to be paid by such Person for Series A Preferred Shares at the Second Closing, which consideration shall be paid by tendering an equivalent principal amount of the debentures identified opposite such Person’s name in Appendix III, together with such number of warrants as is associated with the tendered principal amount of debentures (with each $5,000 aggregate principal amount of debentures being associated with warrants to acquire 1,000 shares of Common Stock), (3) shall confirm such Person’s agreement to deliver the agreed portion of the tendered principal amount of the debentures and associated warrants at the Second Closing against the delivery of the Series A Preferred Shares and (4) shall make the representations contained in Article VIII. Notwithstanding the foregoing, the ability of the Debenture Holders to become a party to this Agreement shall be limited to no more than $600,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of the Company in its sole discretion to allocate among such Debenture Holders as necessary in orde...