Default Contract Clauses (7,616)

Default. Each of the following are an event of default under this Note: (i) the Issuer shall fail to pay any principal under the Note when due and payable (or payable by conversion) thereunder; or (ii) the Issuer shall fail to pay any interest or any other amount under the Note when due and payable (or payable by conversion) thereunder; or (iii) the Issuer shall breach or fail to honor any other term of this Note, any term under any other document related to this Note, or any other written agreement... between the Issuer and the Investor (collectively, the "Transaction Documents"), including, without limitation, the Issuer's obligation to reserve at all times a sufficient number of shares to provide for the issuance of common stock upon the full conversion of this Note pursuant to Section 4 of this Note; or (iv) the Issuer fails to keep available a sufficient number of authorized, unissued and unreserved shares of common stock (other than shares of common stock reserved for the Investor) to permit the Investor to increase its share reserve to such number of shares as equals not less than five times the outstanding Note balance divided by the closing price of the Issuer's common stock; or (v) the Issuer's failure to increase the number of authorized shares of common stock of the Issuer within sixty days of having a number of authorized, unissued, and unreserved shares of common stock (excluding shares of common stock reserved for the Investor) of less than five times the number of shares necessary to provide for the issuance of common stock upon full conversion of this Note; or (vi) the Issuer terminates or replaces the entity or person serving as the transfer agent for the Issuer without obtaining the previous written consent of the Investor thirty days in advance of such termination or replacement; or (vii) the Issuer's failure to appoint a new transfer agent approved by the Investor (such approval not to be unreasonably withheld) and to provide the Investor, within five business days following termination, resignation or replacement of the current transfer agent, an irrevocable instruction and share reservation letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and the terminated, resigned or replaced transfer agent; or (viii) the Issuer shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (ix) (v) the Issuer shall make a general assignment for the benefit of creditors; or (x) (vi) the Issuer shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (xi) (vii) an involuntary proceeding shall be commenced or filed against the Issuer; or (xii) (viii) the Issuer's common Series A Preferred stock has an offering price of $0.0001 on its principal trading market at any time; or (xiii) (ix) the Issuer's market capitalization (the number of shares of common Series A Preferred stock issued and outstanding multiplied by the price per share of common Series A Preferred stock) is less than $200,000 at any time or decreases to less than 50% of the market capitalization on the Effective Date of any payment of Consideration; Date; or (xiv) (x) the price per share of the Issuer's common Series A Preferred stock decreases to less than 50% of the price per share on the Effective Date of any payment of Consideration; Date; or (xv) (xi) the Issuer shall lose its status as "DTC Eligible" or the Issuer's shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System; or (xvi) System (xii) the Issuer shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (xvii) the Issuer shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website. SEC. View More

Default. Each of the following are an event of default under this Note: the Warrant: (i) the Issuer shall fail to pay any principal under the Note when due and payable (or payable by conversion) thereunder; or (ii) the Issuer shall fail to pay any interest or any other amount under the Note when due and payable (or payable by conversion) thereunder; or (iii) the Issuer shall breach or fail to honor any other term of this Note, Warrant, any term under any other document related to this Note, Warrant, or... any other written agreement between the Issuer and the Investor (collectively, the "Transaction Documents"), including, without limitation, the Issuer's obligation to reserve at all times a sufficient number of shares to provide for the issuance of common stock upon the full conversion exercise of this Note the Warrant pursuant to Section 4 2.2 of this Note; the Securities Purchase Agreement; or (iv) (ii) the Issuer fails to keep available a sufficient number of authorized, unissued and unreserved shares of common stock (other than shares of common stock reserved for the Investor) to permit the Investor to increase its share reserve to such number of shares as equals not less than five three times the outstanding Note balance divided number of shares necessary to provide for full exercise of Warrants owned by the closing price of the Issuer's common stock; Investor; or (v) (iii) the Issuer's failure to increase the number of authorized shares of common stock of the Issuer within sixty days of having a number of authorized, unissued, and unreserved shares of common stock (excluding shares of common stock reserved for the Investor) of less than five three times the number of shares necessary to provide for the issuance of common stock upon full conversion exercise of this Note; the warrants owned by the Investor; or (vi) (iv) the Issuer terminates or replaces the entity or person serving as the transfer agent for the Issuer without obtaining the previous written consent of the Investor thirty days in advance of such termination or replacement; or (vii) (v) the Issuer's failure to appoint a new transfer agent approved by the Investor (such approval not to be unreasonably withheld) and to provide the Investor, within five business days following termination, resignation or replacement of the current transfer agent, an irrevocable instruction and share reservation letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and the terminated, resigned or replaced transfer agent; or (viii) (vi) the Issuer shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (ix) (vii) the Issuer shall make a general assignment of all of its assets for the benefit of creditors; or (x) (viii) the Issuer shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (xi) (ix) an involuntary proceeding shall be commenced or filed against the Issuer; Issuer that is not dismissed within 30 days; or (xii) the Issuer's common stock has an offering price of $0.0001 on its principal trading market at any time; or (xiii) the Issuer's market capitalization (the number of shares of common stock issued and outstanding multiplied by the price per share of common stock) is less than $200,000 at any time or decreases to less than 50% of the market capitalization on the Effective Date of any payment of Consideration; or (xiv) the price per share of the Issuer's common stock decreases to less than 50% of the price per share on the Effective Date of any payment of Consideration; or (xv) (x) the Issuer shall lose its status as "DTC Eligible" or the Issuer's shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System; or (xvi) (xi) the Issuer shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; SEC for more than 30 days; or (xvii) (xii) the Issuer shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, and requirements for XBRL filings, and for a period of more than 10 days; or (xiii) the Issuer shall fail to meet the requirements for to satisfy the availability of Rule 144 to the Investor or its assigns relating to the disclosure of financial statements on its website. the Issuer's website for a period of more than 2 days after receiving notice from the Investor that such requirements have not been met. View More

Default. Each of the The following are an event events of default under this Note: (i) the Issuer shall fail to pay any principal under the Note when due and payable (or payable by conversion) thereunder; or (ii) the Issuer shall fail to pay any interest or any other amount under the Note when due and payable (or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar official shall be appointed over the Issuer or a material part of its assets and such appointment shall breach remain uncontested for twenty (20) days or fail to honor any other term of this Note, any term under any other document related to this Note, shall not be dismissed or any other written agreement between the Issuer and the Investor (collectively, the "Transaction Documents"), including, without limitation, the Issuer's obligation to reserve at all times a sufficient number of shares to provide for the issuance of common stock upon the full conversion of this Note pursuant to Section 4 of this Note; discharged within sixty (60) days; or (iv) the Issuer fails to keep available a sufficient number of authorized, unissued and unreserved shares of common stock (other than shares of common stock reserved for the Investor) to permit the Investor to increase its share reserve to such number of shares as equals not less than five times the outstanding Note balance divided by the closing price of the Issuer's common stock; or (v) the Issuer's failure to increase the number of authorized shares of common stock of the Issuer within sixty days of having a number of authorized, unissued, and unreserved shares of common stock (excluding shares of common stock reserved for the Investor) of less than five times the number of shares necessary to provide for the issuance of common stock upon full conversion of this Note; or (vi) the Issuer terminates or replaces the entity or person serving as the transfer agent for the Issuer without obtaining the previous written consent of the Investor thirty days in advance of such termination or replacement; or (vii) the Issuer's failure to appoint a new transfer agent approved by the Investor (such approval not to be unreasonably withheld) and to provide the Investor, within five business days following termination, resignation or replacement of the current transfer agent, an irrevocable instruction and share reservation letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and the terminated, resigned or replaced transfer agent; or (viii) the Issuer shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (ix) (v) the Issuer shall make a general assignment for the benefit of creditors; or (x) (vi) the Issuer shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (xi) (vii) an involuntary proceeding shall be commenced or filed against the Issuer; or (xii) the Issuer's common stock has an offering price of $0.0001 on its principal trading market at any time; or (xiii) the Issuer's market capitalization (the number of shares of common stock issued and outstanding multiplied by the price per share of common stock) is less than $200,000 at any time or decreases to less than 50% of the market capitalization on the Effective Date of any payment of Consideration; or (xiv) the price per share of the Issuer's common stock decreases to less than 50% of the price per share on the Effective Date of any payment of Consideration; or (xv) (viii) the Issuer shall lose its status as "DTC Eligible" or the Issuer's shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System; or (xvi) (ix) the Issuer shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (xvii) (x) the Issuer shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website. View More

Default. 2.1 4.1 Each of the following events shall be an "Event of Default" hereunder: (a) the Borrower files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; (b) an involuntary petition is filed against the Borrower under any bankruptcy... statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Borrower; the Borrower executes an assignment with respect to substantially all of its assets; 1 (c) the Borrower fails to pay, upon demand made by Lender at any time after the Maturity Date, any and all unpaid principal, accrued interest and other amounts owing hereunder; and (d) Borrower breaches any warranty or agreement in any material respect made by Borrower in this Note (except as set forth in (c) above) and fails to cure such breach within fifteen (15) days of the Borrower receiving written notice of such breach from Lender. 2.2 [Upon 4.2 Upon the occurrence of any Event of Default hereunder, the annual rate at which interest accrues under this Note shall be increased by an additional two percent (2%) per annum for all times while such Event of Default is continuing. Borrower shall notify Lender in writing promptly and, in no event, more than three (3) days after the occurrence of any Event of Default, that such Event of Default has occurred. ][ Upon the occurrence of any Event of Default (without the need for any party to give any notice or take any other action), the outstanding balance shall immediately and automatically increase to 120% of the outstanding balance immediately prior to the occurrence of the Event of Default. Upon the occurrence of any Event of Default, the Note shall become immediately due and payable and the Borrower shall pay to the Lender, in full satisfaction of its obligations hereunder, an amount equal to the outstanding balance, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.] View More

Default. The following events shall be "Events of Default": (a) The occurrence of an Event of Default (as defined in the Notes) Loan Agreement) under the Notes; Loan Agreement; (b) Any material representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made; or (c) The failure by any Debtor to observe or perform any of its obligations the Obligations hereunder for five (5) thirty (30) days after delivery to such Debtor of written notice of... such failure by or on behalf of a the Secured Party unless such default is capable of cure but cannot be cured within such time frame and such Debtor is using best commercially reasonable efforts to cure same in a timely fashion. View More

Default. The following events shall be "Events of Default": (a) The occurrence of an Event of Default (as defined in the Notes) Debentures) under the Notes; Debentures; (b) Any material representation or material warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made; (c) The failure by any Debtor to observe or perform any of its obligations hereunder for five (5) ten (10) days after delivery to such Debtor of written notice of such failure by or on... behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame and such Debtor is using best all commercially reasonable efforts to cure same in a timely fashion. fashion; or (d) [Reserved]. View More

Default. In addition to the Events of Default under the Credit Purchase Agreement, any breach or default by Credit Parties under this Amendment, which breach or default is not cured within ten (10) calendar days after notice of such breach or default is given to the Credit Parties, shall be deemed an immediate "Event of Default" under the Credit Purchase Agreement, and such Events of Default hereunder include, without limitation, the following: (i) failure by Borrower to consummate any and all of the... Purchase Tranche Closings, as such term is defined in the Debt Purchase Agreement, because of any of the conditions described in Section 3(b) of the Debt Purchase Agreement; or (ii) any other failure by the Purchaser to pay for any portion of the Applicable Purchase Price, as such term is defined in the Debt Purchase Agreement, for any and all of the Purchase Tranche Closings when due in accordance with the terms and provisions of the Debt Purchase Agreement and other applicable documents, if such failure to pay was caused by any action, inaction, or omission of any of the Credit Parties, or any one of their agents, representatives and employees; (iii) failure by the Borrower to pay when due any other amounts due to Lender under this Amendment, including, without limitation, the amounts due under under Section 19(a) below; and (v) and other failure of the Credit Parties them, to comply with, satisfy satisfy, or perform any term, provision, covenant or agreement of the Credit Parties under this Amendment or any of the Exchange Agreements. View More

Default. In addition to the Events of Default under the Credit Agreement, any breach or default by Credit Parties under this Amendment, which breach or default is not cured within ten (10) calendar days after notice of such breach or default is given to the Credit Parties, shall be deemed an immediate "Event of Default" under the Credit Agreement, and such Events of Default hereunder include, without limitation, the following: (i) failure by Borrower to consummate any and all of the Purchase Tranche... Closings, as such term is defined in the Debt Purchase Agreement, because of any of the conditions described in Section 3(b) of the Debt Purchase Agreement; (ii) failure by the Purchaser to pay for any portion of the Applicable Purchase Price, as such term is defined in the Debt Purchase Agreement, for any and all of the Purchase Tranche Closings when due in accordance with the terms and provisions of the Debt Purchase Agreement and other applicable documents, if regardless of whether such failure to pay was caused by any action, inaction, or omission of the Borrower, the Purchaser, or any other Person; (iii) the occurrence of any other facts, circumstances or events which result in Lender not receiving payment in full of the Applicable Purchase Price for any of the Credit Parties, or Purchase Tranche Closings within the time frames required thereby and under the Debt Purchase Agreement and other applicable documents, for any of their agents, representatives and employees; (iii) reason whatsoever; (iv) failure by the Borrower to pay when due any other amounts due to Lender under this Amendment, including, without limitation, the amounts due under under Section 19(a) 17(a) below; and (v) and other failure of the Credit Parties to comply with, satisfy or perform any and term, provision, covenant or agreement of the Credit Parties under this Amendment or any of the Exchange Rockwell Agreements. View More

Default. Any misrepresentation material misrepresentation, misstatement or misstatement omission in connection with, or non-compliance with or non-performance of the Note or Note, the Prior Notes, this Agreement, the Company or any of its subsidiaries, or the occurrence of an event Event of default Default under the Note, Note or Prior Notes, shall constitute default under this Agreement. In addition, Ecosphere shall be in default if (i) bankruptcy or insolvency proceedings are instituted by or against... Ecosphere, which proceedings are not dismissed within 30 days; (ii) if Ecosphere makes any assignment for the benefit of creditors, or (iii) if Ecosphere shall default in performance of any agreement with the Lender. View More

Default. (a) the Investor shall be deemed in default hereunder upon the occurrence of any of the following (a "Default"): (i) Failure to Pay Principal or Interest. The failure of the Investor to pay, when due, all or any part of any Principal or Interest Interest, if any, required to be made hereunder; or 3 (ii) Bankruptcy, etc. The Investor shall have entered against it by a court having jurisdiction thereof a decree or order for relief in respect to the Investor in an involuntary case under any... applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official shall be appointed for the Investor or for any substantial part of the Investor's property, or the winding up or liquidation of the Investor's affairs shall have been ordered; or the Investor shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or the Investor shall consent to the entry of an order for such relief in an involuntary case under any such law, or any such involuntary case shall commence, and not be dismissed within sixty (60) days; or the Investor shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official for the Investor or for any substantial part of the Investor's property, or make any general assignment for the benefit of creditors. (b) Consequence of Default. Upon the occurrence of a Default, the outstanding Obligations hereunder shall, at the option of the Company, become immediately due and payable (each, an "Investor Note Acceleration"), subject to the Investor's right to elect to effect Default Netting (as defined below) with respect to all, or any portion, of this Note as elected by the Investor in a written notice to the Company. Acceleration"). Notwithstanding the foregoing, if there shall occur a Default under Section 4(a)(ii) above, the entire outstanding Obligations hereunder, hereunder shall automatically become immediately due and payable without any action on the part of the Company and the Investor shall be deemed to have elected Default Netting with respect to the maximum amount of its obligations Obligations outstanding hereunder as permitted pursuant to Section 7(h) 7(f) below. Upon the occurrence of a Default, the Company shall also have all the rights and remedies of a secured party on default under Article 9 of the Uniform Commercial Code of the State of New York with respect to the Collateral (as hereinafter defined). 4 5. Representations and Warranties of the Investor. The Investor represents and warrants to the Company as follows as of the date hereof: (a) the Investor has the power and authority to execute, deliver and perform all obligations in accordance herewith; (b) the execution, delivery and performance by the Investor of this Note are within the Investor's legal powers, and do not contravene any law or any contractual restriction binding on or affecting the Investor; (c) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Investor of this Note; (d) this Note constitutes the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency, fraudulent conveyance, moratorium and other laws for the protection of creditors generally and by general equitable principles; and (e) there is no pending or, to the Investor's knowledge, threatened action or proceeding affecting the Investor before any governmental agency or arbitrator with respect to the transactions contemplated by this Note or which may materially adversely affect the property, assets or condition (financial or otherwise) of the Investor. View More

Default. (a) the Investor shall be deemed in default hereunder upon the occurrence of any of the following (a "Default"): (i) Failure to Pay Principal or Interest. The failure of the Investor to pay, when due, all or any part of any Principal or Interest required to be made hereunder; or 3 (ii) Bankruptcy, etc. The Investor shall have entered against it by a court having jurisdiction thereof a decree or order for relief in respect to the Investor in an involuntary case under any applicable bankruptcy,... insolvency or other similar law now or hereafter in effect, or a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official shall be appointed for the Investor or for any substantial part of the Investor's property, or the winding up or liquidation of the Investor's affairs shall have been ordered; or the Investor shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or the Investor shall consent to the entry of an order for such relief in an involuntary case under any such law, or any such involuntary case shall commence, and not be dismissed within sixty (60) days; or the Investor shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official for the Investor or for any substantial part of the Investor's property, or make any general assignment for the benefit of creditors. (b) Consequence of Default. Upon the occurrence of a Default, the outstanding Obligations hereunder shall, at the option of the Company, as evidenced by the delivery (or deemed delivery in accordance with this Section 4(c)) of written notice to the Investor, become immediately due and payable (each, an "Investor Note Acceleration"), subject to Acceleration"); provided, that any amount outstanding hereunder other than any Forced Mandatory Prepayment Amount (unless the Investor's right to elect Company elects to effect a Default Netting (as defined below) with respect to all, or any portion, all of this Note) shall be subject to automatic Default Netting upon any Investor Note as elected by the Investor in a written notice to the Company. Notwithstanding Acceleration.Notwithstanding the foregoing, if there shall occur a Default under Section 4(a)(ii) above, the entire outstanding Obligations hereunder, shall automatically become immediately due and payable without any action on the part of the Company and the Investor Company shall be deemed to have elected Default Netting with respect delivered a notice to the maximum Investor electing an Investor Note Acceleration for the entire amount outstanding under this Note. Upon the payment, in full, of its obligations the Remaining Investor Note Principal Amount to the Company following an Investor Note Acceleration, all accrued and unpaid Interest (as defined in the Investor Note) then outstanding hereunder under the Investor Note shall be automatically cancelled as permitted pursuant of the date of such payment in full and, thereafter, the Investor Note shall be deemed to Section 7(h) below. be paid in full and shall be null and void. Upon the occurrence of a Default, the Company shall also have all the rights and remedies of a secured party on default under Article 9 of the Uniform Commercial Code of the State of New York with respect to the Collateral (as hereinafter defined). 4 5. Representations and Warranties of the Investor. The Investor represents and warrants to the Company as follows as of the date hereof: (a) the Investor has the power and authority to execute, deliver and perform all obligations in accordance herewith; (b) the execution, delivery and performance by the Investor of this Note are within the Investor's legal powers, and do not contravene any law or any contractual restriction binding on or affecting the Investor; (c) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Investor of this Note; (d) this Note constitutes the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency, fraudulent conveyance, moratorium and other laws for the protection of creditors generally and by general equitable principles; and (e) there is no pending or, to the Investor's knowledge, threatened action or proceeding affecting the Investor before any governmental agency or arbitrator with respect to the transactions contemplated by this Note or which may materially adversely affect the property, assets or condition (financial or otherwise) of the Investor. View More

Default. If default shall at any time be made by Tenant in the payment of rent Rent when due to Landlord as herein provided, and if said default shall continue for fifteen (15) ten (10) days after written notice thereof shall have been given to Tenant by Landlord, or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing writing, as provided below, to Tenant by... Landlord without correction thereof then having been commenced and thereafter diligently prosecuted, Landlord may declare the term of this Lease ended and terminated by giving Tenant written notice of such intention, and if terminate Tenant's right to possession of the Leased Premises is not surrendered, without terminating Tenant's obligation to pay Rent. The written notice required by Landlord may reenter said premises. to Tenant shall set forth the default involved and the necessary actions to cure the default. Landlord shall have, in addition to the remedy above provided, any other right or remedy available to Landlord on account of any Tenant default, either in law or equity. Landlord shall use reasonable efforts to mitigate its damages. View More

Default. (a) Each of the following events shall be an "Event of Default" hereunder: (i) the Company engages in any liquidation, dissolution or winding up; 3 (ii) the Company transfers substantially all of the assets or voting control over a material subsidiary; 2 (iii) the Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for... the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; (iv) an involuntary petition is filed against the Company under any bankruptcy statute now or hereafter in effect and such petition continues without dismissal for a period of 90 days or more, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company; (v) the Company executes an assignment for the benefit of creditors with respect to a majority of its assets; (vi) the Company fails to make any payment of interest under this Note within five (5) days of the date due; (vii) the Company fails to pay this Note and any and all unpaid principal, accrued interest or other amounts owing hereunder at any time on or after Holder makes a Payment Demand following the Maturity Date; (viii) any default under any agreement of the Company with a third party which consists of the failure to pay indebtedness for borrowed money in excess of $2,500,000 at maturity or which results in a right by such third party, whether or not exercised, to accelerate the maturity of such indebtedness for borrowed money of the Company, including, without limitation, the occurrence of any Event of Default (as defined) under the CHC Convertible Term Debentures issued pursuant to the Merger Agreement; (ix) the Company fails to convert this Note as required hereunder and the Company fails to cure such breach within five (5) days of the Company becoming aware of the occurrence of such breach; (x) (A) the Company fails to file any form, report or document required to be filed with the Securities Exchange Commission within 10 days of the due date thereof, (B) the Company voluntarily begins a process to delist from any stock exchange to on which it the CHC Common Stock is registered, then listed, or (C) the Company receives any delisting warning from any stock exchange with on which it the CHC Common Stock is registered; then listed and (x) such warning is not cured or withdrawn within 120 days; and (xi) the Company breaches any covenant or agreement in any material respect made by Company in this Note (except as set forth in (vi) or (ix) above) and, as to any breach that is capable of cure, the Company fails to cure such breach within thirty (30) days of the Company becoming aware of the occurrence of such breach. (b) Upon the occurrence and following any Event of Default hereunder, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of the Holder, and, in the case of an Event of Default pursuant to Section 3(a)(iii) or (iv) above, automatically, be immediately due, payable and collectible by the Holder pursuant to applicable law. (c) In the event of any Event of Default hereunder, the Company shall pay all reasonable attorneys' fees and court costs incurred by the Holder in enforcing and collecting this Note. (d) Upon and during the occurrence of any Event of Default, interest shall accrue thereafter at the rate of 15% per annum compounded semiannually. 3 annually. 4 5. Notification of Default or Satisfaction of Sales Condition or Financing Condition. Default. Until the payment of all amounts due under the Term Convertible Debentures, the Company shall give written notice to Holder of any event which, with or without notice or passage of time or both would (i) constitute an Event of Default, (ii) constitute satisfaction of the Sales Condition, or (iii) constitute satisfaction of the Financing Condition, in each case, Default within five business days of becoming aware of such event. View More

Default. (a) Each of the following events shall be an "Event of Default" hereunder: (i) the Company engages in any liquidation, dissolution or winding up; (ii) up of the Company transfers substantially all (as contemplated by Article 3, Section A.4(a) of the assets or voting control over a material subsidiary; 2 (iii) Company's Restated Certificate of Incorporation, dated as of June 14, 2012, as amended from time to time (the "Certificate of Incorporation"); (ii) the Company files any petition or action... for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; (iv) (iii) an involuntary petition is filed against the Company under any bankruptcy statute now or hereafter in effect and such petition continues without dismissal for a period of 90 days or more, effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company; (v) 4. (iv) the Company executes an assignment for the benefit of creditors with respect to a majority of its assets; (vi) (v) the Company fails to make any payment of interest under this Note within five (5) days of the date due; (vii) the Company fails to pay this Note and any and all unpaid principal, accrued interest or other amounts owing hereunder at any time on or after Holder makes a Payment Demand following the Maturity Date; (viii) any default under any agreement of the Company with a third party which consists of the failure to pay indebtedness for borrowed money in excess of $2,500,000 at maturity or which results in a right by such third party, whether or not exercised, to accelerate the maturity of such indebtedness for borrowed money of the Company, including, without limitation, the occurrence of any Event of Default (as defined) under the CHC Convertible Debentures issued pursuant to the Merger Agreement; (ix) (A) the Company fails to file any form, report or document required to be filed with the Securities Exchange Commission within 10 days of the due date thereof, (B) the Company voluntarily begins a process to delist from any exchange to which it is registered, or (C) the Company receives any delisting warning from any exchange with which it is registered; and (x) the Company breaches any covenant or agreement breaches, in any material respect respect, any warranty or agreement made by Company in this Note (except as set forth in (vi) above) and, as to any breach that is capable of cure, the Company fails to cure such breach within thirty (30) fifteen (15) days of the Company becoming aware of the occurrence of such breach. breach (vi) the Company defaults in any agreement between the Company and a third party that gives the third party the right to accelerate any Indebtedness exceeding $100,000 upon such default or that could reasonably be expected to cause a material adverse effect on the Company; and (vii) a judgment in the aggregate amount of at least $50,000 is rendered against the Company and is unsatisfied or unstayed for ten (10) days. "Indebtedness" means (i) all indebtedness for borrowed money or the deferred purchase price of property or services, (ii) all obligations evidenced by notes, bonds, debentures or similar instruments, (iii) all capital lease obligations and (iv) any direct or indirect liability, contingent or otherwise, of the Company with respect to any indebtedness or other liability or obligation of another person, including, without limitation, any such liability or obligation guaranteed, endorsed or co-made by the Company other than those liabilities, obligation or endorsements made in the ordinary course of business. (b) Upon the occurrence and following of any Event of Default hereunder, (i) all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of the Holder, and, in the case of an Event of Default pursuant to Section 3(a)(iii) 4(a)(ii) or (iv) (iii) above, automatically, be immediately due, payable and collectible by the Holder pursuant to applicable law. law and (ii) the Holder may elect at its option to demand payment therefor (the "Payment Demand"). (c) Upon the occurrence and during the continuance of any Event of Default, interest shall accrue at the rate of 12% per annum. (d) In the event of any Event of Default hereunder, the Company shall pay all reasonable attorneys' fees and court costs incurred by the Holder in enforcing and collecting this Note. (d) Upon and during the occurrence of any Event of Default, interest shall accrue thereafter at the rate of 15% per annum compounded semiannually. 3 5. Notification of Default or Satisfaction of Sales Condition or Financing Condition. Until the payment of all amounts due under the Term Debentures, the Company shall give written notice to Holder of any event which, with or without notice or passage of time or both would (i) constitute an Event of Default, (ii) constitute satisfaction of the Sales Condition, or (iii) constitute satisfaction of the Financing Condition, in each case, within five business days of becoming aware of such event. View More

Default. Borrower is in default under this Promissory Note if any of the following occur: A. Borrower does not make a payment when due under this Promissory Note; B. Fails to do anything required by this Promissory Note and other Loan Documents; C. Defaults on any other loan with Lender; D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA; E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender... or SBA; F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability to pay this Promissory Note; G. Fails to pay any taxes when due; H. Becomes the subject of a proceeding under any bankruptcy or insolvency law; I. Has a receiver or liquidator appointed for any part of their business or property; J. Makes an assignment for the benefit of creditors; Paycheck Protection Program – Promissory Note Page (v.2)Page 1 DocuSign Envelope ID: 3BA7E479-E96A-4490-9F24-153B774FB3A7 K. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Promissory Note; L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; or M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Promissory Note. View More

Default. Borrower is in default under this Promissory Note if any of the following occur: A. Borrower does not make a payment when due under this Promissory Note; B. Fails to do anything required by this Promissory Note and other Loan Documents; C. Defaults on any other loan with Lender; D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA; E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender... or SBA; F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability to pay this Promissory Note; G. Fails to pay any taxes when due; H. Becomes the subject of a proceeding under any bankruptcy or insolvency law; I. Has a receiver or liquidator appointed for any part of their business or property; J. Makes an assignment for the benefit of creditors; Paycheck Protection Program – Promissory Note Page 1 DocuSign Envelope ID: 15CDFB0A-D89D-406F-99F5-8BCEC2BB01E7 K. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Promissory Note; L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; or M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Promissory Note. View More

Default. Borrower is in default under this Note if Borrower: A. Fails A.Fails to make a payment when due under the Note or otherwise fails to comply with any provision of this Note. B. Does B.Does not disclose, or anyone acting on its behalf does not disclose, any material fact to Lender or SBA. C. Makes, C.Makes, or anyone acting on its behalf makes, a materially false or misleading representation, attestation or certification to Lender or SBA in connection with Borrower's request for this Loan under... the CARES Act, or makes a false certification under paragraph 5 of this Note. D. Fails D.Fails to comply with all of the provisions of this Note. E. Becomes E.Becomes the subject of a proceeding under any bankruptcy or insolvency law, has a receiver or liquidator appointed for any part of its business or property, or makes an assignment for the benefit of creditors. F. Reorganizes, F.Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent. G. Becomes G.Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note. 3 | Page 8. LENDER'S RIGHTS IF THERE IS A DEFAULT. Without notice or demand and without giving up any of its rights, Lender may: A.Require immediate payment of all amounts owing under this Note. B.Collect all amounts owing from Borrower. C.File suit and obtain judgment. View More

Default. Borrower is in default under this Note if Borrower: A. Fails A.Fails to make a payment when due under the Note or otherwise fails to comply with any provision of this Note. B. Does B.Does not disclose, or anyone acting on its behalf does not disclose, any material fact to Lender or SBA. C. Makes, C.Makes, or anyone acting on its behalf makes, a materially false or misleading representation, attestation or certification to Lender or SBA in connection with Borrower's request for this Loan under... the CARES Act, or makes a false certification under paragraph 5 of this Note. D. Fails to comply with all of the provisions of this Note. E. Becomes Act. D.Becomes the subject of a proceeding under any bankruptcy or insolvency law, has a receiver or liquidator appointed for any part of its business or property, or makes an assignment for the benefit of creditors. F. Reorganizes, E.Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent. G. Becomes F.Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note. 3 7. LENDER'S RIGHTS IF THERE IS A DEFAULT. Without notice or demand and without giving up any of its rights, Lender may: A.Require immediate payment of all amounts owing under this Note. B.Collect all amounts owing from Borrower. C.File suit and obtain judgment. View More