Common use of Description of the Notes Clause in Contracts

Description of the Notes. The principal and any accrued and unpaid interest on Notes will due and payable on December 31, 2014 (the “Stated Maturity Date”) or, at the election of the Holder, on the earlier of (a) the closing of a financing transaction by the Corporation for aggregate proceeds in excess of US$5,000,000; (b) the sale of JHE; (c) the sale of all or substantially all of the assets of JHE; or (d) an Event of Default (as defined in the Note Certificates). The events described in this Section 2.2(a), (b) and (c) are each a “Triggering Event” and the Corporation agrees to provide each Noteholder notice of a Triggering Event within five (5) calendar days. A partial sale of JHE or JHE’s assets shall not be deemed to be a Triggering Event so long as the Corporation will apply no less than seventy percent (70%) of the net proceeds from such partial sale transaction to pay the principal amount and any outstanding unpaid interest of the Notes on closing of such transaction. The principal amount of the Notes is convertible, in whole or in part, at the option of the holder into shares of common stock of the Corporation (each, a “Common Share” and together with the Notes, the “Securities”) on (a) the Stated Maturity Date or (b) the occurrence of any Triggering Event.

Description of the Notes. The principal Principal and any accrued and unpaid interest on Notes will due and payable on December 31February 8, 2014 2013 (the “Stated Maturity Date”) or, at the election of the Holder, on the earlier of (a) the closing of a financing transaction by the Corporation for aggregate proceeds in excess of US$5,000,000; (b) the sale or partial sale of JHE; (c) the sale of all or substantially all of the assets of JHE; or (d) an Event of Default (as defined in the Note Certificates). The events described in this Section 2.2(a), (b) and (c) are each a “Triggering Event” and the Corporation agrees to provide each Noteholder Note holder notice of a Triggering Event within five (5) calendar days. A partial sale of JHE or JHE’s assets shall not be deemed to be a Triggering Event so long as the Corporation will apply no less than seventy percent (70%) of the net proceeds from such partial sale transaction to pay the principal amount and any outstanding unpaid interest of the Notes on closing of such transaction. The principal amount Principal Amount of the Notes is convertible, in whole or in part, at the option of the holder into shares of common stock of the Corporation (each, a “Common Share” and together with the Notes, the “Securities”) on (a) the Stated Maturity Date or (b) the occurrence occurance of any Triggering Event. The Notes shall be subordinate to the JHE Indebtedness.