Common use of Mechanics of Redemption Clause in Contracts

Mechanics of Redemption. The Company shall effect each such redemption within 10 business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holder.

Mechanics of Redemption. The Company In order to effect a Redemption, the Corporation shall effect provide written notice (a “Redemption Notice”) of such Redemption to each holder of outstanding shares of Series A Preferred Stock by first class mail, postage prepaid, to such redemption within 10 business days holder at such holder’s address as it shall appear in the records of giving notice of its election to redeem by facsimile with a copy by either overnight the Corporation or 2-day courier such other address as such holder shall specify to the Holder of this Convertible Debenture Corporation in writing from time to be redeemed at time. Subject to the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion satisfaction of the Convertible Debenture to be redeemed conditions set forth in Section 3(2)(a)(i) and Section 3(2)(a)(ii), the applicable Redemption Priceshall become effective on the ninetieth (90th) day after delivery of the Redemption Notice, or if such date is not a Business Day, then on the next Business Day (such date, the “Redemption Date”). The Company Redemption Notice shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has specify (i) the full amount of applicable Redemption Date (determined in accordance with the Redemption Pricepreceding sentence), in cash, available in a demand or other immediately available account in a bank or similar financial institution or and (ii) immediately available credit facilitiesthe Call Payment to which each holder of outstanding shares of Series A Preferred Stock shall be entitled in connection with such Redemption. On or before the applicable Redemption Date, each holder of outstanding shares of Series A Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares (or, if such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Corporation) to the Corporation at its principal office or to the Conversion Agent, in each case, as may be specified in the full amount Redemption Notice, and upon receipt thereof by the Corporation or the Conversion Agent, as the case may be, the Call Payment for such redeemed shares shall be immediately due and payable in cash to the order of the record holder of the shares of Series A Preferred Stock being redeemed. From and after the Redemption PriceDate, with a bank or similar financial institution all dividends on shares of Series A Preferred Stock that are redeemed on such Redemption Date shall cease to accumulate and all rights of the holders thereof as holders of Series A Preferred Stock shall cease and terminate, so long as the Call Payment is received on the date Redemption Date and the redemption notice is sent conditions to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event effectiveness of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holderredemption set forth in Section 3(2)(a) are satisfied.

Mechanics of Redemption. The Company shall effect each such redemption within 10 three business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth third business day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holder.

Mechanics of Redemption. The Company shall effect each such redemption within 10 seven business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture Note to be redeemed at the address and facsimile number of such Holder appearing in the Company's ’s register for the Convertible DebenturesNote. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture Note to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders Holder of this Convertible DebentureNote. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments payment of the Redemption Price of this Convertible Debenture Note being redeemed by the tenth seventh day following the notice or of redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesNotes, unless approved by the Holder.

Mechanics of Redemption. The Company shall effect each such redemption within 10 seven business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture Note to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible DebenturesNote. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture Note to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders Holder of this Convertible DebentureNote. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments payment of the Redemption Price of this Convertible Debenture Note being redeemed by the tenth seventh day following the notice or of redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesNotes, unless approved by the Holder.

Mechanics of Redemption. The Company shall effect each such redemption within 10 business days of giving provide written notice of its election to redeem rather than convert the amounts set forth in the Notice of Conversion ("Redemption Notice") via facsimile to the Holder within one Business Day of the Confirmed Delivery of the Notice of Conversion to the Company, if such Confirmed Delivery is on a Business Day or by facsimile 5:00 E.S.T. of the next Business Day if such Notice of Conversion is not delivered on a Business Day, with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture to be redeemed at the address and facsimile number of such Holder appearing in the Company's register for the Convertible Debentures. The Company shall effect each such redemption within three (3) Business Days of giving the Redemption Notice. Such redemption notice Redemption Notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice Redemption Notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemptionRedemption Notice; and further provided that, after a notice of redemption Redemption Notice has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day third Business Day following the notice or redemptionNotice of Redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesConvertible Debentures pursuant to Section 5.1, unless approved in writing by the Holder.

Mechanics of Redemption. i. The Redemption Option shall be exercised by written notice (the "REDEMPTION NOTICE") from the Company shall effect each such redemption within 10 business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder Holders. The Redemption Notice shall state (A) the aggregate principal amount of this Convertible Debenture to be Debentures that are being redeemed at and the address and facsimile "CUSIP" number or numbers, if any, of such Holder appearing in Debentures, (B) if less than all of the Company's register for Debentures are being redeemed, the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible principal amount of the Debentures being redeemed, and that upon surrender of the Debentures, a new Debenture or Debentures in the principal amount equal to the unredeemed portion thereof will be redeemed issued, (C) the Redemption Price, (D) the date fixed for such redemption (the "REDEMPTION DATE"), which date shall be not fewer then thirty (30) days but not more than sixty (60) days following the date of the Redemption Notice, (E) that each Holder will have the right to convert such Holder's Debentures until the close of business on the third day (or if such day is not a Business Day, the next preceding Business Day) preceding the related Redemption Date, (F) the place or places of payment and that payment will be made upon presentation and surrender of such Debentures, (G) that interest accrued to, but excluding, the Redemption Date will be paid as specified in the notice, and (H) the current Conversion Price and the date on which the right to convert such Debentures or portions thereof into Common Stock will expire. If the Company elects not to redeem all the Debentures outstanding, the Company shall allocate for redemption from each Holder an amount of the Redemption Price equal to such Holder's pro rata amount (based on the principal amount of the Debentures held by such Holder on the date of the Redemption Notice relative to the total principal of the Debentures outstanding on such date). ii. The Change of Control Redemption shall be exercised by delivery of a written notice (the "CHANGE OF CONTROL REDEMPTION NOTICE") from the Company to the Holders. Such Change of Control Redemption Notice shall be given no later than ten (10) Business Days after the occurrence of such Change of Control. The Change of Control Redemption Notice shall specify (i) the Holders' right to redemption, (ii) the applicable Redemption Date (which shall not be less than twenty (20) Business Days after the date of the Change of Control Redemption Notice), (iii) the applicable Redemption Price. The , (iv) the material terms and conditions of the Change of Control (including, without limitation, the amount of proceeds to be paid to each share of capital stock of the Company shall not be entitled in connection with the Change of Control), (v) the CUSIP number(s), if any, of the Debentures subject to send any notice of redemption and begin the redemption, (vi) the date by which the redemption right must be exercised, (vi) a description of the procedure unless it has which a Holder must follow to exercise a redemption right, and (ivii) the full Conversion Price then in effect, the date on which the right to convert the principal amount of the Redemption PriceDebentures to be repurchased will terminate, in cash, available and the place or places where Debentures may be surrendered for redemption or conversion. Each Holder shall specify by written notice (in a demand or other immediately available account in a bank or similar financial institution or form the Company shall provide with the Change of Control Redemption Notice) not more than twenty (ii20) immediately available credit facilities, in Business Days after the full amount date of receipt of the Redemption PriceNotice, with a bank such principal amount of Debentures such Holder desires to be redeemed; PROVIDED, HOWEVER, that if upon the occurrence of the Redemption Date, the assets and funds of the Company legally available to be distributed among the Holders shall be insufficient to permit the payment to such Holders of the full aforesaid amounts, then subject to the terms of this Agreement, the entire assets and funds of the Company legally available for distribution shall be distributed, ratably among the Holders in proportion to the Redemption Price amount each such Holder is otherwise entitled to receive. At any time thereafter when additional assets or similar financial institution funds of the Company are legally available for the redemption of the Debentures, such assets or funds shall immediately be used to redeem the balance of the Debentures which the Company has become obligated to redeem on the date Redemption Date but which it has not redeemed. Election of redemption by a Holder upon a Change of Control shall be revocable at any time prior to, but excluding, the redemption Redemption Date, by delivering written notice is sent to that effect to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance close of a notice of redemption; and further provided that, after a notice of redemption has been issued, business on the Holder may issue a Notice of Conversion which will not be honored unless the Company fails Business Day prior to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the HolderDate.

Mechanics of Redemption. The Company shall effect each such redemption within 10 business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture to be redeemed at the address and facsimile number of such Holder appearing in the Company's ’s register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the Holder.

Mechanics of Redemption. The Company shall effect each such redemption within 10 5 business days of giving notice of its election to redeem by facsimile or electronic mail with a copy by either overnight or 2-day courier to the Holder of this Senior Convertible Debenture Note to be redeemed at the address and facsimile number of such Holder appearing in the Company's ’s register for the Senior Convertible DebenturesNotes. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Senior Convertible Debenture Note to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Senior Convertible DebentureNote. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Senior Convertible Debenture Note being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesNotes, unless approved by the Holder.

Mechanics of Redemption. The Company shall effect each such redemption within 10 5 business days of giving notice of its election to redeem by facsimile with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture Bridge Note to be redeemed at the address and facsimile number of such Holder appearing in the Company's ’s register for the Convertible DebenturesBridge Notes. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture Bridge Note to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible DebentureBridge Note. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture Bridge Note being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesNotes, unless approved by the Holder.

Mechanics of Redemption. The Company shall effect each such redemption within 10 five (5) business days of giving notice of its election to redeem by facsimile or electronic mail with a copy by either overnight or 2-day courier to the Holder of this Convertible Debenture Note to be redeemed at the address and facsimile number of such Holder appearing in the Company's ’s register for the Convertible DebenturesNotes. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture Note to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible DebentureNote. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture Note being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding DebenturesNotes, unless approved by the Holder.

Mechanics of Redemption. The In the event the Company shall effect each such redemption within 10 business days of giving notice of its election be required to redeem by facsimile with a copy any part or all of the Outstanding Principal Amount of the Debentures, the Company shall send by either overnight courier or 2-day courier 9 - 9 - (with a copy sent by facsimile) notice of such determination to the record Holders of the Debentures being redeemed (the "Redemption Debentures"). If the Company shall not have the funds available to pay the aggregate Redemption Price of all Redemption Debentures, then, without limiting the Company's obligation to redeem all Redemption Debentures, such redemption shall be made from each Holder, pro rata according to the portion of the total Outstanding Principal Amount of all Redemption Debentures then held by each Holder. The notice shall provide that the redemption shall occur on a date (the "Redemption Date") that is no later than seven (7) business days after the date such notice was sent by confirmed facsimile to such record Holders. On the Redemption Date the Redemption Debentures shall be redeemed automatically without any further action by the Holders of such Debentures and whether or not the Debentures are surrendered to the Company; provided, that the Company shall be obligated to pay the cash consideration due to a Holder of this Convertible Debenture such Debentures upon redemption when such Debentures are either delivered to the principal office of the Company or the Holder notifies the Company that such Debentures have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such Debenture. Thereupon, there shall be redeemed promptly issued and delivered to such Holder, within seven (7) business days after the Redemption Date and delivery to the Company of such Debentures, or after receipt of such agreement and indemnification, at the address and facsimile number of such Holder appearing on the books of the Company, payment in immediately available funds to the name as shown on the books of the Company in the Company's register for the Convertible Debentures. Such redemption notice shall indicate whether the Company will redeem all or part of such portion of the Convertible Debenture to be redeemed and the applicable Redemption Price. The Company shall not be entitled to send any notice of redemption and begin the redemption procedure unless it has (i) the full amount of the Redemption Price, redemption price as calculated as set forth in cash, available in a demand or other immediately available account in a bank or similar financial institution or (ii) immediately available credit facilities, in the full amount of the Redemption Price, with a bank or similar financial institution on the date the redemption notice is sent to the Holders of this Convertible Debenture. Provided, however, the Company will process any Notice of Conversion received prior to the issuance of a notice of redemption; and further provided that, after a notice of redemption has been issued, the Holder may issue a Notice of Conversion which will not be honored unless the Company fails to make the redemption payment when due. In the event of such failure, the Notice of Conversion will be honored as of the date of the Notice of Conversion. Additionally, if the Company fails to make full payments of the Redemption Price of this Convertible Debenture being redeemed by the tenth day following the notice or redemption, then the Company waives its right to redeem any of the remaining then outstanding Debentures, unless approved by the HolderParagraph 6(b).