Common use of Obligation Absolute Clause in Contracts

Obligation Absolute. The Borrower’s obligations to issue and deliver the Common Stock upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with the issuance of such shares. In the event the Holder shall elect to convert any or all of this Note, The Borrower may not refuse conversion based on any claim that such Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason unless an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained. In the absence of an injunction precluding the same, the Borrower shall issue the Common Stock or, if applicable, cash, upon a properly noticed conversion.

Obligation Absolute. The BorrowerCorporation’s obligations obligation to issue and deliver the Common Stock Conversion Shares upon conversion of this Note Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the such Holder or any other Person of any obligation to the Borrower Corporation or any violation or alleged violation of law by the such Holder or any other Personperson, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower Corporation to the such Holder in connection with the issuance of such sharesConversion Shares; provided, however, that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such Holder. In the event the a Holder shall elect to convert any or all of this Notethe Stated Value of its Preferred Stock, The Borrower the Corporation may not refuse conversion based on any claim that such Holder or any one associated or affiliated with the such Holder of has been engaged in any violation of law, agreement or for any other reason reason, unless an injunction from a court, on noticenotice to Holder, restraining and or and/or enjoining conversion of all or part of this Note the Preferred Stock of such Holder shall have been sought and obtained. In the absence of an injunction precluding the same, the Borrower shall issue the Common Stock or, if applicable, cash, upon a properly noticed conversion.

Obligation Absolute. The BorrowerCompany’s obligations to issue and deliver the Common Stock Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder Noteholder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder Noteholder or any other Person of any obligation to the Borrower Company or any violation or alleged violation of law by the Holder Noteholder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower Company to the Holder Noteholder in connection with the issuance of such sharesConversion Shares (other than Section 5(f) hereof); provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Noteholder. In the event the Holder Noteholder of this Note shall elect to convert any or all of this Notethe outstanding principal amount hereof, The Borrower the Company may not refuse conversion based on any claim that such Holder the Noteholder or any one anyone associated or affiliated with the Holder of Noteholder has been engaged in any violation of law, agreement or for any other reason reason, unless an injunction from a court, on noticenotice to Noteholder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtainedsought. In If the absence of an injunction precluding the sameis not granted, the Borrower Company shall issue the Common Stock or, if applicable, cash, upon a properly noticed conversionpromptly comply with all conversion obligations herein.

Obligation Absolute. The BorrowerCompany’s obligations to issue and deliver the Common Stock Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrower Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower Company to the Holder in connection with the issuance of such sharesConversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Debenture shall elect to convert any or all of this Notethe outstanding principal amount hereof, The Borrower the Company may not refuse conversion based on any claim that such the Holder or any one anyone associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason reason, unless an injunction from a court, on noticenotice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained. In the absence of an injunction precluding the samesuch injunction, the Borrower Company shall issue the Common Stock Conversion Shares or, if applicable, cash, upon a properly noticed conversion.

Obligation Absolute. The BorrowerCompany’s obligations to issue and deliver the Common Stock Conversion Shares upon conversion of this Note Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrower Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower Company to the Holder in connection with the issuance of such sharesConversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Debenture shall elect to convert any or all of this Notethe outstanding principal amount hereof, The Borrower the Company may not refuse conversion based on any claim that such the Holder or any one anyone associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason reason, unless an injunction from a court, on noticenotice to Holder, restraining and or enjoining conversion of all or part of this Note Debenture shall have been sought and obtained. In the absence of an injunction precluding the same, the Borrower shall issue the Common Stock or, if applicable, cash, upon a properly noticed conversion.

Obligation Absolute. The BorrowerIf the Merger occurs, the Company’s obligations to cause Pubco to issue and deliver the Common Stock Conversion Shares upon conversion of this Note Subordinated Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrower Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower Company to the Holder in connection with the issuance of such sharesConversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder shall elect to convert any or all of this Note, The Borrower Company may not refuse conversion based on any claim that such the Holder or any one anyone associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason reason, unless an injunction from a court, on noticenotice to Holder, restraining and or enjoining conversion of all or part of this Note Subordinated Debenture shall have been sought and obtained. In the absence of an injunction precluding the samesuch injunction, the Borrower Company shall issue the Common Stock Conversion Shares or, if applicable, cash, upon a properly noticed conversion.

Obligation Absolute. The BorrowerCompany’s obligations to issue and deliver the Common Stock Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrower Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower Company to the Holder in connection with the issuance of such sharesConversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of this Notethe outstanding principal amount hereof (plus, The Borrower if applicable, any accrued and unpaid interest thereon), the Company may not refuse conversion based on any claim that such the Holder or any one anyone associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason reason, unless an injunction from a court, on noticenotice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained. In the absence of an injunction precluding the same, the Borrower shall issue the Common Stock or, if applicable, cash, upon a properly noticed conversion.sought

Obligation Absolute. The BorrowerCompany’s obligations to issue and deliver the Common Stock Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Borrower Maker or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower Maker to the Holder in connection with the issuance of such sharesConversion Shares; provided, however, that such delivery shall not operate as a waiver by the Maker of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of this Notethe outstanding Principal Amount hereof, The Borrower the Company may not refuse conversion based on any claim that such the Holder or any one anyone associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason reason, unless an injunction from a court, on noticenotice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained. In the absence of an injunction precluding the samesuch injunction, the Borrower Company shall issue the Common Stock Conversion Shares or, if applicable, cash, upon delivery of a properly noticed conversionConversion Notice.