Redemption Events. In the event (each of the events described in clauses (i) - (iii) below being a "Redemption Event"), the Corporation shall: (i) sell, convey or dispose of all or substantially all of its assets (the presentation of any such transaction for shareholder approval being conclusive evidence that such transaction involves the sale of all or substantially all of the assets of the Corporation); (ii) merge, consolidate or engage in any other business combination with any other entity (other than pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation and other than pursuant to a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged); or (iii) have 50% or more of the voting power of its capital stock owned beneficially by one person, entity or "group" (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended); then, upon the occurrence of any such Redemption Event, at the option of each Holder, exercisable in whole or in part at any time and from time to time by delivery of a Redemption Notice (as defined below) to the Corporation, the Corporation shall redeem the Notes for a redemption price, payable in cash, in an amount equal to the Redemption Amount (as defined below), plus all other ancillary amounts payable hereunder, together with all costs, including, without limitation, legal fees and expenses. Upon the Corporation's receipt of any Redemption Notice hereunder (other than during the three trading day period following the Corporation's delivery of a Redemption Announcement (as defined below) to all of the Holders in response to the Corporation's initial receipt of a Redemption Notice from a Holder of the Notes), the Corporation shall immediately (and in any event within one trading day following such receipt) deliver a written notice (a "Redemption Announcement") to all Holders of the Notes stating the date upon which the Corporation received such Redemption Notice and the amount of the Notes covered thereby. At any time and from time to time during such three trading day period, each Holder of the Notes may request (either orally or in writing) information from the Corporation with respect to the applicable Redemption Event (including, but not limited to, the aggregate principal amount outstanding of Notes covered by Redemption Notices received by the Corporation) and the Corporation shall furnish (either orally or in writing) as soon as practicable such requested information to such requesting Holder. In the event the Corporation is not able to redeem all of the outstanding Notes within five trading days after its receipt of a notice of redemption (a "Redemption Notice"), the Corporation shall redeem the outstanding Notes from each Holder pro rata, based on the total amounts due under the Notes at the time of redemption included by such Holder in all Redemption Notices delivered prior to the date upon which such redemption is to be effected relative to the aggregate amount due under all Notes at the time of redemption included in all of the Redemption Notices delivered prior to the date upon which such redemption is to be effected; provided, however, the foregoing shall not constitute a waiver by any Holder of its rights to payment in full of the total Redemption Amount due under each such Holder's Notes pursuant to this Article VIII.
Appears in 1 contract
Redemption Events. In the event (each of the events described in clauses (i) - (iii) below being a "Redemption EventREDEMPTION EVENT"), the Corporation shall:
(i) sell, convey or dispose of all or substantially all of its assets (the presentation of any such transaction for shareholder stockholder approval being conclusive evidence that such transaction involves the sale of all or substantially all of the assets of the Corporation);
(ii) merge, consolidate or engage in any other business combination with any other entity (other than pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation and other than pursuant to a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged); or
(iii) have fifty percent (50% %) or more of the voting power of its capital stock owned beneficially by one person, entity or "group" (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended), other than Dr. S. ▇▇▇▇ ▇▇▇▇▇▇, Dr. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Molex Incorporated and the Holders, acting together, Molex Incorporated acting individually, or the Holders acting together or individually; 18 then, upon the occurrence of any such Redemption Event, subject to Section 4(h) of the Securities Purchase Agreement, each Holder at the option of each Holderits option, exercisable in whole or in part at any time and from time to time by delivery of a Redemption Notice (as defined below) to the Corporation, shall cause the Corporation shall to redeem the Notes for a redemption price, payable in cash, in an amount equal to the Redemption Amount outstanding principal amount of the Note plus all accrued interest thereon (as defined below), plus all other ancillary amounts payable hereunder, together with all costs, including, without limitation, legal fees and expenses. Upon the Corporation's receipt of any Redemption Notice hereunder (other than during the three trading day period following the Corporation's delivery of a Redemption Announcement (as defined below) to all of the Holders in response to the Corporation's initial receipt of a Redemption Notice from a Holder of the Notes), the Corporation shall immediately (and in any event within one three trading day days following such receipt) deliver a written notice (a "Redemption AnnouncementREDEMPTION ANNOUNCEMENT") to all Holders of the Notes stating the date upon which the Corporation received such Redemption Notice and the amount of the Notes covered thereby. At any time and from time to time during such three trading day period, each Holder of the Notes may request (either orally or in writing) information from the Corporation with respect to the applicable Redemption Event (including, but not limited to, the aggregate principal amount outstanding of Notes covered by Redemption Notices received by the Corporation) and the Corporation shall furnish (either orally or in writing) as soon as practicable such requested information to such requesting Holder. In the event the Corporation is not able to redeem all of the outstanding Notes within five trading days after its receipt of a notice of redemption (a "Redemption NoticeREDEMPTION NOTICE"), ) the Corporation shall redeem repay the outstanding Notes from to each Holder pro rata, based on the total amounts due under the Notes at the time of redemption included by such Holder in all Redemption Notices delivered prior to the date upon which such redemption is to be effected relative to the aggregate amount total amounts due under all Notes at the time of redemption included in all of the Redemption Notices delivered prior to the date upon which such redemption is to be effected; provided, however, the foregoing shall not constitute a waiver by any Holder of its rights to payment in full of the total Redemption Amount due under each such Holder's Notes pursuant to this Article VIII.
Appears in 1 contract
Sources: Convertible Note (Lumenon Innovative Lightwave Technology Inc)
Redemption Events. In the event (each of the events described in clauses below after expiration of the applicable cure period (iif any) - (iii) below being a "“Redemption Event")”) that any of the following occur without the prior approval (by vote or written consent, as provided by the Corporation shallDGCL) of the Requisite Holders, but only if such approval expressly specifies that the Requisite Holders signing the consent are consenting for purposes of this Article VII:
(i) sellthe Corporation shall fail to observe or perform any covenant, convey condition or dispose agreement contained in this Certificate of all Designations or substantially all of its assets (the presentation of any such transaction for shareholder approval being conclusive evidence that such transaction involves the sale of all or substantially all of the assets Transaction Documents (as defined in the Securities Purchase Agreement) (including, without limitation, the failure to obtain approval (by vote or written consent, as provided by the DGCL) of the CorporationRequisite Holders under Article XII, but excluding those covenants referred to below in paragraphs (iii) and (iv)), which failure is not cured within eight Trading Days after receiving notice of such default sent by a holder of New Preferred Stock;
(ii) mergethe failure of the Common Stock to be listed on a Trading Market for a period of 20 consecutive Trading Days;
(iii) the Corporation provides written notice (or otherwise indicates in writing) to any holder of New Preferred Stock, consolidate or engage states by way of public announcement distributed via a press release, at any time, of its intention not to issue shares of Common Stock to any holder of New Preferred Stock upon conversion in any other business combination accordance with any other entity the terms of this Certificate of Designations (other than pursuant due to the circumstances contemplated by Article V, for which the holders shall have the remedies set forth in such Article), which notice or announcement is not rescinded within five Trading Days and provided that the Requisite Holders elect in writing to designate such event as a migratory merger effected solely Redemption Event;
(iv) the Corporation shall fail to timely deliver the shares of Common Stock as and when required herein for any reason (not including because of the limitations set forth in Article IV.C.), which failure is not cured within ten Trading Days and provided that the Requisite Holders elect in writing to designate such event as a Redemption Event;
(v) any material representation or warranty made by the Corporation or any of its subsidiaries in the Securities Purchase Agreement shall prove to have been materially false or incorrect or breached in a material respect, in each case as of the date made, provided that the Corporation receives written notice of the breach or alleged falsity from any holder of Series C Preferred Stock within one year from the consummation of a Strategic Transaction and such breach or alleged falsity is not cured within five Trading Days of the receipt of such written notice;
(vi) the Corporation or any of its subsidiaries shall: (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets; (b) make a general assignment for the purpose benefit of changing its creditors; (c) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (d) file a petition seeking to take advantage of incorporation any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally; (e) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (f) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same; or (g) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing;
(vii) a proceeding or case shall be commenced in respect of the Corporation and other than pursuant to or any of its subsidiaries, without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts; (ii) the appointment of a merger trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in which connection with the liquidation or dissolution of the Corporation or any of its subsidiaries; or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of 30 days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Corporation or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Corporation and shall continue undismissed, or unstayed and in effect for a period of 60 days;
(viii) the Corporation consummates a “going private” transaction and as a result the Common Stock is no longer registered under Sections 12(b) or 12(g) of the surviving Exchange Act;
(ix) there shall be any SEC or continuing entity and its capital stock judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer agent for the Common Stock restricting the trading of such Common Stock for a period of 20 consecutive Trading Days;
(x) there shall be a determination by the SEC or the Corporation such that the Corporation’s representations, warranties or covenants set forth in Section 2.1(hh) of the Securities Purchase Agreement are breached or inaccurate, which breach or inaccuracy is unchanged)not cured within five Trading Days of such determination; or
(iiixi) have 50% or more the Corporation consummates a Change of the voting power of its capital stock owned beneficially by one person, entity or "group" (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended)Control; then, upon (i) the occurrence of any such Redemption Event, at and (ii) the affirmative election delivered to the Corporation by the Requisite Holders to permit a redemption in accordance with this paragraph (the “Redemption Trigger Notice”), each holder of shares of Series C Preferred Stock shall thereafter have the option of each Holder, exercisable in whole or in part at any time and from time to time by delivery of a notice (the “Redemption Notice Event Notice”) to the Corporation prior to the Redemption Date (as defined below) to the Corporation, require the Corporation shall to redeem the Notes for a redemption price, payable in cash, in to the fullest extent permitted by law, all of the then outstanding shares of Series C Preferred Stock held of record by such holder for an amount per share equal to the Redemption Event Amount (as defined below), plus all other ancillary amounts payable in effect at the time of the redemption hereunder, together with all costs, including, without limitation, legal fees and expenses. Upon the Corporation's ’s receipt of any Redemption Trigger Notice hereunder (other than during the three trading day period following the Corporation's delivery of a Redemption Announcement (as defined below) to all of the Holders in response to the Corporation's initial receipt of a Redemption Notice from a Holder of the Notes)hereunder, the Corporation shall immediately (and in any event within one trading day Trading Day following such receipt) deliver a written notice (a "“Redemption Announcement"”) to all Holders holders of the Notes Series C Preferred Stock stating the date upon which the Corporation received such Redemption Notice and Trigger Notice. The Corporation shall not redeem any shares of Series C Preferred Stock during the amount three Trading Day period following the delivery of the Notes covered therebya required Redemption Announcement hereunder. At any time and from time to time during such three trading day Trading Day period, each Holder holder of the Notes Series C Preferred Stock may request (either orally or in writing) information from the Corporation with respect to the applicable Redemption Event instant redemption (including, but not limited to, the aggregate principal amount outstanding number of Notes shares of Series C Preferred Stock covered by Redemption Event Notices received by the Corporation) and the Corporation shall furnish (either orally or in writing) as soon as practicable such requested information to such requesting Holderholder. In On the event fifth Trading Day following the Corporation is not able to redeem all date of the outstanding Notes within five trading days after its receipt delivery of a notice of redemption the Redemption Trigger Notice (a "the “Redemption Notice"Date”), the Corporation shall shall, to the fullest extent permitted by law, redeem the outstanding Notes from each Holder pro rata, based on the total amounts due under the Notes at the time all shares of redemption included by such Holder in Series C Preferred Stock subject to all Redemption Event Notices delivered received by the Corporation prior to such date. For the date upon which such redemption is to be effected relative to the aggregate amount due under all Notes at the time avoidance of redemption included in all of the Redemption Notices delivered prior to the date upon which such redemption is to be effected; provided, howeverdoubt, the foregoing occurrence of a Redemption Event shall not constitute a waiver by any Holder preclude the occurrence of its rights to payment in full of the total one or more subsequent Redemption Amount due under each such Holder's Notes pursuant to this Article VIIIEvents.
Appears in 1 contract
Sources: Consent and Amendment Agreement (La Jolla Pharmaceutical Co)
Redemption Events. In the event (each of the events described in clauses (i) - (iii) below being a "Redemption Event"), the Corporation shall:
(i) sell, convey or dispose of all or substantially all of its assets (the presentation of any such transaction for shareholder approval being conclusive evidence that such transaction involves the sale of all or substantially all of the assets of the Corporation);
(ii) merge, consolidate or engage in any other business combination with any other entity (other than pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation and other than pursuant to a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged); or
(iii) have 50% or more of the voting power of its capital stock owned beneficially by one person, entity or "group" (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended); then, upon the occurrence of any such Redemption Event, at the option of each Holder, exercisable in whole or in part at any time and from time to time by delivery of a Redemption Notice (as defined below) to the Corporation, the Corporation shall redeem the Notes for a redemption price, payable in cash, in an amount equal to the Redemption Amount (as defined below), plus all other ancillary amounts payable hereunder, together with all costs, including, without limitation, legal fees and expenses. Upon the Corporation's receipt of any Redemption Notice hereunder (other than during the three trading day period following the Corporation's delivery of a Redemption Announcement (as defined below) to all of the Holders in response to the Corporation's initial receipt of a Redemption Notice from a Holder of the Notes), the Corporation shall immediately (and in any event within one trading day following such receipt) deliver a written notice (a "Redemption Announcement") to all Holders of the Notes stating the date upon which the Corporation received such Redemption Notice and the amount of the Notes covered thereby. At any time and from time to time during such three trading day period, each Holder of the Notes may request (either orally or in writing) information from the Corporation with respect to the applicable Redemption Event (including, but not limited to, the aggregate principal amount outstanding of Notes covered by Redemption Notices received by the Corporation) and the Corporation shall furnish (either orally or in writing) as soon as practicable such requested information to such requesting Holder. In the event the Corporation is not able to redeem all of the outstanding Notes within five trading days after its receipt of a notice of redemption (a "Redemption Notice"), the Corporation shall redeem the outstanding Notes from each Holder pro rata, based on the total amounts due under the Notes at the time of redemption included by such Holder in all Redemption Notices delivered prior to the date upon which such redemption is to be effected relative to the aggregate amount due under all Notes at the time of redemption included in all of the Redemption Notices delivered prior to the date upon which such redemption is to be effected; provided, however, the foregoing shall not constitute a waiver by any Holder of its rights to payment in full of the total Redemption Amount due under each such Holder's Notes pursuant to this Article VIII.Redemption
Appears in 1 contract
Redemption Events. In the event (each of the events described in clauses below after expiration of the applicable cure period (iif any) - (iii) below being a "“Redemption Event")”) that any of the following occur without the prior approval (by vote or written consent, as provided by the Corporation shallDGCL) of the Requisite Holders, but only if such approval expressly specifies that the Requisite Holders signing the consent are consenting for purposes of this Article VII:
(i) sellthe Corporation shall fail to observe or perform any covenant, convey condition or dispose agreement contained in this Certificate of all Designations or substantially all of its assets (the presentation of any such transaction for shareholder approval being conclusive evidence that such transaction involves the sale of all or substantially all of the assets Transaction Documents (as defined in the Securities Purchase Agreement) (including, without limitation, the failure to obtain approval (by vote or written consent, as provided by the DGCL) of the CorporationRequisite Holders under Article XII, but excluding those covenants referred to below in paragraphs (iii) and (iv)), which failure is not cured within eight Trading Days after receiving notice of such default sent by a holder of New Preferred Stock;
(ii) mergethe failure of the Common Stock to be listed on a Trading Market for a period of 20 consecutive Trading Days;
(iii) the Corporation provides written notice (or otherwise indicates in writing) to any holder of New Preferred Stock, consolidate or engage states by way of public announcement distributed via a press release, at any time, of its intention not to issue shares of Common Stock to any holder of New Preferred Stock upon conversion in any other business combination accordance with any other entity the terms of this Certificate of Designations (other than pursuant due to the circumstances contemplated by Article V, for which the holders shall have the remedies set forth in such Article), which notice or announcement is not rescinded within five Trading Days and provided that the Requisite Holders elect in writing to designate such event as a migratory merger effected solely Redemption Event;
(iv) the Corporation shall fail to timely deliver the shares of Common Stock as and when required herein for any reason (not including because of the limitations set forth in Article IV.C.), which failure is not cured within ten Trading Days and provided that the Requisite Holders elect in writing to designate such event as a Redemption Event;
(v) any material representation or warranty made by the Corporation or any of its subsidiaries in the Securities Purchase Agreement shall prove to have been materially false or incorrect or breached in a material respect, in each case as of the date made, provided that the Corporation receives written notice of the breach or alleged falsity from any holder of Series C Preferred Stock within one year from the consummation of a Strategic Transaction and such breach or alleged falsity is not cured within five Trading Days of the receipt of such written notice;
(vi) the Corporation or any of its subsidiaries shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (b) make a general assignment for the purpose benefit of changing its creditors, (c) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (d) file a petition seeking to take advantage of incorporation any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally, (e) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (f) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or (g) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing;
(vii) a proceeding or case shall be commenced in respect of the Corporation and other than pursuant to or any of its subsidiaries, without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a merger trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in which connection with the liquidation or dissolution of the Corporation or any of its subsidiaries or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of 30 days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Corporation or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Corporation and shall continue undismissed, or unstayed and in effect for a period of 60 days;
(viii) the Corporation consummates a “going private” transaction and as a result the Common Stock is no longer registered under Sections 12(b) or 12(g) of the surviving Exchange Act;
(ix) there shall be any SEC or continuing entity and its capital stock judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer agent for the Common Stock restricting the trading of such Common Stock for a period of 20 consecutive Trading Days;
(x) there shall be a determination by the SEC or the Corporation such that the Corporation’s representations, warranties or covenants set forth in Section 2.1(hh) of the Securities Purchase Agreement are breached or inaccurate, which breach or inaccuracy is unchanged)not cured within five Trading Days of such determination; or
(iiixi) the Corporation consummates a Change of Control; or
(xii) the Corporation shall not have 50% or more of consummated a Strategic Transaction by the voting power of its capital stock owned beneficially by one person, entity or "group" date that is the nine months following the Closing Date (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amendeda “Nine Month Redemption Event”); then, upon (i) the occurrence of any such Redemption Event, at and (ii) the affirmative election delivered to the Corporation by the Requisite Holders to permit a redemption in accordance with this paragraph (the “Redemption Trigger Notice”), each holder of shares of Series C Preferred Stock shall thereafter have the option of each Holder, exercisable in whole or in part at any time and from time to time by delivery of a notice (the “Redemption Notice Event Notice”) to the Corporation prior to the Redemption Date (as defined below) to the Corporation, require the Corporation shall to redeem the Notes for a redemption price, payable in cash, in out of funds legally available therefor, all of the then outstanding shares of Series C Preferred Stock held of record by such holder for an amount per share equal to the Redemption Event Amount (as defined below), plus all other ancillary amounts payable in effect at the time of the redemption hereunder, together with all costs, including, without limitation, legal fees and expenses. Upon the Corporation's ’s receipt of any Redemption Trigger Notice hereunder (other than during the three trading day period following the Corporation's delivery of a Redemption Announcement (as defined below) to all of the Holders in response to the Corporation's initial receipt of a Redemption Notice from a Holder of the Notes)hereunder, the Corporation shall immediately (and in any event within one trading day Trading Day following such receipt) deliver a written notice (a "“Redemption Announcement"”) to all Holders holders of the Notes Series C Preferred Stock stating the date upon which the Corporation received such Redemption Notice and Trigger Notice. The Corporation shall not redeem any shares of Series C Preferred Stock during the amount three Trading Day period following the delivery of the Notes covered therebya required Redemption Announcement hereunder. At any time and from time to time during such three trading day Trading Day period, each Holder holder of the Notes Series C Preferred Stock may request (either orally or in writing) information from the Corporation with respect to the applicable Redemption Event instant redemption (including, but not limited to, the aggregate principal amount outstanding number of Notes shares of Series C Preferred Stock covered by Redemption Event Notices received by the Corporation) and the Corporation shall furnish (either orally or in writing) as soon as practicable such requested information to such requesting Holderholder. In On the event fifth Trading Day following the Corporation is not able to redeem all date of the outstanding Notes within five trading days after its receipt delivery of a notice of redemption the Redemption Trigger Notice (a the "Redemption Notice"Date”), the Corporation shall shall, out of funds legally available therefor, redeem the outstanding Notes from each Holder pro rata, based on the total amounts due under the Notes at the time all shares of redemption included by such Holder in Series C Preferred Stock subject to all Redemption Event Notices delivered received by the Corporation prior to such date. For the avoidance of doubt: (A) the occurrence of a Redemption Event shall not preclude the occurrence of one or more subsequent Redemption Events, and (B) if a Nine Month Redemption Event shall occur and, prior to the date upon which such redemption is to be effected relative to the aggregate amount due under all Notes at the time delivery of redemption included in all of the a Redemption Notices delivered prior to the date upon which such redemption is to be effected; provided, howeverTrigger Notice, the foregoing Corporation consummates a Strategic Transaction, then the Nine Month Redemption Event shall not constitute a waiver by any Holder of its rights to payment in full of be waived and the total Redemption Amount due redemption right under each such Holder's Notes pursuant to this Article VIIIVII.A(xii) shall terminate.
Appears in 1 contract
Sources: Consent and Amendment Agreement (La Jolla Pharmaceutical Co)
Redemption Events. In the event (each case one or more of the events described in clauses (i) - (iii) below being following events, each a "Redemption Event")redemption event, the Corporation shallshall have occurred:
(ia) sellfailure on the part of the Corporation to duly observe or perform any of the provisions of this Certificate of Designations or any of its other covenants or agreements contained in the Aircraft Purchase Agreement, convey or dispose to cure any material breach in a material representation or covenant contained in the Aircraft Purchase Agreement for a period of ten (10) days after the date on which written notice of such failure or breach requiring the same to be remedied has been given by a registered holder of shares of Series A Preferred Stock to the Corporation; or
(b) a decree or order by a court having jurisdiction has been entered adjudging the Corporation (or any Material Subsidiary) a bankrupt or insolvent, or approving a petition seeking reorganization of the Corporation (or any Material Subsidiary) under any applicable bankruptcy law and such decree or order has continued undischarged or unstayed for a period of sixty (60) days; or a decree or order of a court having jurisdiction for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation (or any Material Subsidiary) or of all or substantially all of its assets property, or for the winding-up or liquidation of its affairs, has been entered, and has remained in force undischarged or unstayed for a period of sixty (60) days; or
(c) the presentation Corporation (or any Material Subsidiary) institutes proceedings to be adjudicated a voluntary bankrupt, or consents to the filing of a bankruptcy proceeding against it, or files a petition or answer or consent seeking reorganization under applicable law, or consents to the filing of any such transaction for shareholder approval being conclusive evidence that such transaction involves petition or to the sale appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of all or substantially all of its property, or makes an assignment for the assets benefit of creditors, or admits in writing its inability to pay its debts generally as they become due; or if the Corporation (or any Material Subsidiary) shall suffer any writ of attachment or execution or any similar process to be issued or levied against it or any significant part of its property which is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; or if the Corporation (or any Material Subsidiary) takes corporate action in furtherance of any of the Corporation);
(ii) merge, consolidate aforesaid purposes or engage in any other business combination with any other entity (other than pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation and other than pursuant to a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged)conditions; or
(iiid) have 50% If any default shall occur under any indenture, mortgage, agreement, instrument or more commitment evidencing or under which there is at the time outstanding any indebtedness of the voting power Corporation (or a Material Subsidiary), in excess of $100,000, or which results in such indebtedness, in an aggregate amount (with other defaulted indebtedness) in excess of $100,000 becoming due and payable prior to its capital stock owned beneficially due date and if such indenture or instrument so requires, the holder or holders thereof (or a trustee on their behalf) shall have declared such indebtedness due and payable; or
(e) If any of the Corporation (or a Material Subsidiary) shall default in the observance or performance of any material term or provision of a material agreement to which it is a party or by one personwhich it is bound, entity and such default is not waived or "group" cured within the applicable grace period; or
(f) If a final judgment which, either alone or together with other outstanding final judgments against the Corporation (or a Material Subsidiary), exceeds an aggregate of $100,000 shall be rendered against the Corporation (or any Material Subsidiary) and such judgment shall have continued undischarged or unstayed for thirty (30) days after entry thereof; then, and in each and every such case, so long as such term is used under Section 13(dredemption event has not been remedied, the holders of not less than fifty-one percent (51%) of the Securities Exchange Act shares of 1934Series A Preferred Stock then outstanding, as amended); then, upon by notice in writing to the occurrence Corporation (the date of any such Redemption Event, at notice the option of each Holder, exercisable in whole or in part at any time and from time to time by delivery of a "Redemption Notice (as defined below) to the CorporationDate"), may demand that the Corporation shall redeem the Notes for a redemption priceredeem, payable in cash, in an amount equal to the Redemption Amount (as defined below), plus all other ancillary amounts payable hereunder, together with all costs, including, without limitation, legal fees and expenses. Upon the Corporation's receipt of any Redemption Notice hereunder (other than during the three trading day period following the Corporation's delivery of a Redemption Announcement (as defined below) to all of the Holders in response to the Corporation's initial receipt of a Redemption Notice from a Holder of the Notes), the Corporation shall immediately (and in any event within one trading day following such receipt) deliver a written notice (a "Redemption Announcement") to all Holders of the Notes stating the date upon which the Corporation received such Redemption Notice and the amount of the Notes covered thereby. At any time and from time to time during such three trading day period, each Holder of the Notes may request (either orally or in writing) information from the Corporation with respect to the applicable Redemption Event (including, but not limited to, the aggregate principal amount outstanding of Notes covered by Redemption Notices received by the Corporation) and the Corporation shall furnish redeem, each share of Series A Preferred Stock then outstanding at a price per share equal to one hundred and five percent (either orally or in writing105%) as soon as practicable such requested information to such requesting Holder. In the event the Corporation is not able to redeem all of the outstanding Notes within five trading days after its receipt sum of a notice of redemption (a "Redemption Notice"), x) the Corporation shall redeem the outstanding Notes from each Holder pro rata, based on the total amounts due under the Notes at the time of redemption included by such Holder in all Redemption Notices delivered prior to the date upon which such redemption is to be effected relative to Stated Value and (y) the aggregate amount due under all Notes at the time of redemption included in all of the accrued and unpaid dividends on such Redemption Notices delivered prior to the date upon which such redemption is to be effected; provided, however, the foregoing shall not constitute a waiver by any Holder of its rights to payment in full of the total Redemption Amount due under each such Holder's Notes pursuant to this Article VIIINotice Date.
Appears in 1 contract
Sources: Agreement for Sale and Purchase of Aircraft (Alpine Air Express Inc/De)
Redemption Events. In the event (each of the events described in clauses (i) - (iii) below being a "Redemption Event"), the Corporation shall:
(i) sell, convey or dispose of all or substantially all of its assets (the presentation of any such transaction for shareholder stockholder approval being conclusive evidence that such transaction involves the sale of all or substantially all of the assets of the Corporation);
(ii) unless the Corporation may exercise its rights under Article III.C(iv), merge, consolidate or engage in any other business combination with any other entity (other than pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation and other than pursuant to a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged); or
(iii) have fifty percent (50% %) or more of the voting power of its capital stock owned beneficially by one person, entity or "group" (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended), other than Dr. S. Iraj Najafi, Dr. Mark P. Andrews and Molex Incorporated, acting to▇▇▇▇▇▇, ▇▇ ▇ole▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ individually; then, upon the occurrence of any such Redemption Event, at the option of each Holder, exercisable in whole or in part at any time and from time to time by delivery of a Redemption Notice (as defined below) to the Corporation, the Corporation shall redeem the Notes for a redemption price, payable in cash, in an amount equal to the Redemption Amount (as defined below), plus all other ancillary amounts payable hereunder, together with all costs, including, without limitation, legal fees and expenses. In addition, automatically upon the occurrence of a Redemption Event (without the need to file a Redemption Notice hereunder), the Vesting Date (as defined in the Warrants) shall be deemed to have occurred, thereby rendering the Warrants immediately exercisable in accordance with their terms. Upon the Corporation's receipt of any Redemption Notice hereunder (other than during the three trading day period following the Corporation's delivery of a Redemption Announcement (as defined below) to all of the Holders in response to the Corporation's initial receipt of a Redemption Notice from a Holder of the Notes), the Corporation shall immediately (and in any event within one trading day following such receipt) deliver a written notice (a "Redemption Announcement") to all Holders of the Notes stating the date upon which the Corporation received such Redemption Notice and the amount of the Notes covered thereby. At any time and from time to time during such three trading day period, each Holder of the Notes may request (either orally or in writing) information from the Corporation with respect to the applicable Redemption Event (including, but not limited to, the aggregate principal amount outstanding of Notes covered by Redemption Notices received by the Corporation) and the Corporation shall furnish (either orally or in writing) as soon as practicable such requested information to such requesting Holder. In the event the Corporation is not able to redeem all of the outstanding Notes within five trading days after its receipt of a notice of redemption (a "Redemption Notice"), ) the Corporation shall redeem repay the outstanding Notes from to each Holder pro rata, based on the total amounts due under the Notes at the time of redemption included by such Holder in all Redemption Notices delivered prior to the date upon which such redemption is to be effected relative to the aggregate amount total amounts due under all Notes at the time of redemption included in all of the Redemption Notices delivered prior to the date upon which such redemption is to be effected; provided, however, the foregoing shall not constitute a waiver by any Holder of its rights to payment in full of the total Redemption Amount due under each such Holder's Notes pursuant to this Article VIII.
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Sources: Convertible Note (Lumenon Innovative Lightwave Technology Inc)