Repayment of This Note. The Company shall make weekly payments to the Investors on a pari passu basis equal to the net proceeds, if any, generated from the sale of marketable securities by A▇▇▇ Lending, LLC including, without limitation, the M▇▇▇▇▇ Securities (as defined in the Security Agreement). The Company shall make payments to the Investors equal to eighty percent (80%) of the net proceeds generated from the sale of Capital Stock, but excluding the sale of Capital Stock from at-the-market transactions. Other than as set forth on Schedule 5.7 of the Purchase Agreement, the Company has no outstanding Indebtedness (all such Indebtedness set forth on Schedule 5.7 of the Purchase Agreement is hereinafter referred to as the “Existing Debt” and is collectively referred to herein as the “Permitted Indebtedness”). The Company shall not make any voluntary cash prepayments on any Indebtedness at any time while any amounts are owing under the Note other than with respect to the Existing Debt or cash payments the Company is required to make pursuant to the express terms thereof existing on the date hereof. Neither the Company nor any Private Subsidiary shall incur any Indebtedness without the express written consent of the Investor. If the Company or any Private Subsidiary issues any Indebtedness other than the Permitted Indebtedness, after obtaining the written consent of the Investor pursuant to Section 1.9 of this Note, including any subordinated Indebtedness or convertible Indebtedness, other than Exempted Securities, then unless otherwise waived in writing by and at the discretion of the Investor, the Company will immediately utilize no less than sixty-five percent (65%) of the proceeds of such issuance (or cause such Private Subsidiary to immediately utilize the proceeds of such issuance) to repay the Note. Any such repayments of the Note as provided herein shall be made to the Investors on a pro rata basis in proportion to their investment and shall be without premium or penalty to the Company.
Appears in 1 contract
Sources: Senior Secured Promissory Note (BitNile Holdings, Inc.)
Repayment of This Note. The Company shall make weekly payments to the Investors on a pari passu basis equal to the net proceeds, if any, generated from the sale of marketable securities by A▇▇▇ Lending, LLC including, without limitation, the M▇▇▇▇▇ Securities (as defined in the Security Agreement). The Company shall make payments to the Investors equal to eighty percent (80%) of the net gross proceeds generated from the sale Sale or Issuance of Capital StockBitcoin, but excluding the sale of Capital Stock from at-the-market transactionsas provided in Section 3.1(g) below. Other than as set forth on Schedule 5.7 of the Purchase Agreement, neither the Company nor any Subsidiary has no any outstanding Indebtedness (all such Indebtedness set forth on Schedule 5.7 of the Purchase Agreement is hereinafter referred to as the “Existing Debt” and is collectively referred to herein as the “Permitted Indebtedness”). The Company shall not make any voluntary cash prepayments on any Indebtedness at any time while any amounts are owing under the Note other than with respect to the Existing Debt or cash payments the Company is required to make pursuant to the express terms thereof existing on the date hereof. Neither the Company nor any Private Subsidiary shall incur any Indebtedness without the express written consent of the Investor. If the Company or any Private Subsidiary issues any Indebtedness other than the Permitted Indebtedness, after obtaining the written consent of the Investor pursuant to Section 1.9 of this Note, including any subordinated Indebtedness or convertible Indebtedness, other than Exempted Securities, then unless otherwise waived in writing by and at the discretion of the Investor, the Company will immediately utilize no less than sixty-five percent (65%) of the proceeds of such issuance (or cause such Private Subsidiary to immediately utilize the proceeds of such issuance) to repay the Note. If the Company issues any Equity Interests, other than Exempted Securities, or mines or sells any Bitcoin, unless otherwise waived in writing by and at the discretion of the Investor, the Company will direct sixty-five percent (65%) of the proceeds from such issuance or sale of Bitcoin to repay the Note on a pari passu basis. Additionally, in the event that an Investor exercises some or all of its Warrants for cash (“Exercise Proceeds”), then the Company shall direct all such Exercise Proceeds to the repayment of the Note. Any such repayments of the Note as provided herein shall be made to the Investors on a pro rata basis in proportion to their investment and shall be without premium or penalty to the Company. Moreover, each Investor may, in its sole discretion and acting solely on behalf of itself, require that the Company apply some or all amounts owing under the Note to the payment of any cash exercises of the Warrants by the Investor.
Appears in 1 contract
Sources: Senior Secured Promissory Note (BitNile Holdings, Inc.)