Events of Default Contract Clauses (4,519)

Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note: (a) Failure to Pay. Company shall fail to pay when due any principal, interest, expenses, fees and other amounts payable hereunder on the applicable due date; (b) Failure to Perform. Company shall fail to perform any of its obligations under this Note when due; (c) Breach. Any of the representations made by Company in this Note shall be false or misleading in any material respect; (d) Change of Control.... Company (i) shall initiate or participate in any Fundamental Transactions or (ii) is subject to the acquisition in one or more related transactions by any Person or "group" of Persons (as such term is defined in Section 13(d) and 14(d) of the Act, and the related regulations) who have expressed intent to acquire more than 50% of the total voting power of outstanding voting securities of Company; (e) No Listing. Shares of Common Stock shall not be listed or quoted or are otherwise suspended from trading on a Trading Market for a period of five consecutive Trading Days; (f) Voluntary Bankruptcy or Insolvency Proceedings. Company shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, including without limitation, any assignment for the benefit of its creditors or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; (g) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 45 days of commencement. 3 5. Rights of Holder upon Default. Upon the occurrence and during the continuance of an Event of Default, Holder may, by written notice to Company, declare all outstanding Obligations due hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence of any Event of Default, Holder may exercise any other right power or remedy permitted to it by law, either by suit in equity or by action at law, or both. Upon the occurrence of any Event of Default, Holder may in its sole discretion choose to waive such default and keep this Note outstanding pursuant to its terms herein. View More

Events of Default. The term "Event of Default" wherever used herein shall mean the occurrence of any one or more of the following events: (a) An "Event of Default" under the Note shall have occurred and shall not have been cured during any applicable cure or grace period; (b) The Corporation's failure to comply with or perform any of its undertakings or obligations under this Security Agreement or the Note which failure has not been cured by the Corporation within ten (10) days of written notice; or (c) Any repres...entation, warranty, statement or covenant made or furnished to Secured Party by or on behalf of the Corporation in connection with this Security Agreement, the Note or the Debt Exchange Agreement proves to have been false in any material respect when made or furnished or is breached, violated or not complied with and which failure has not been cured by the Corporation within ten (10) days of written notice. View More

Events of Default. The following shall constitute events of default ("Events of Default"): 5.1. Failure to Make Required Payments. Failure by Maker to pay the principal of or accrued interest on this Note within five (5) business days following the date when due. 5.2. Bankruptcy, Etc. The filing, as to the Maker, (i) of an involuntary petition which is not dismissed within sixty (60) consecutive days; or (ii) of a voluntary petition under the provisions of the Federal Bankruptcy Code or any state statute for the r...elief of debtors or the Maker shall make a general assignment for the benefit of creditors. 5.3. Change of Control. The consummation of any transaction as a result of which the current equity holders of Maker own less than fifty percent (50%) of the equity interests of Maker after the transaction. For the avoidance of doubt, any initial Business Combination involving Adit EdTech Acquisition Corp. shall not constitute a change of control transaction within the meaning of this section. 5.4. Sale of Assets. The consummation of a transaction resulting in the sale of all or substantially all of the assets of Maker or by any Maker's primary operating subsidiaries. View More

Events of Default. The following conditions or events shall constitute an Event of Default: (a) An uncured default under the Note; (b) Any representation or warranty which materially adversely affects the rights of Secured Party in connection with this Agreement or the Note shall be false in any material respect on the date as of which made not otherwise cured within 10 days; or (c) (i) A court having jurisdiction in the premises shall enter a decree or order for relief in respect of Debtor in an involuntary case ...under any applicable bankruptcy, insolvency or any other similar law now or hereafter in effect, which decree or order is not stayed within thirty (30) days; or any other similar relief shall be granted under any applicable federal or state law and such order is not dismissed or discharged within thirty (30) days; or (ii) An involuntary case shall be commenced against Debtor under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of any court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Debtor or over all or over a substantial part of its property, shall have been entered; or there shall have been an involuntary appointment of an interim receiver, trustee or other custodian of Debtor for all or a substantial part of its property; or there shall have been issued a warrant of attachment, execution or similar process against any substantial part of the property of Debtor and any such event in this clause (ii) shall have continued for 30 days unless dismissed, bonded or discharged; or 2 (d) Debtor shall have an order for relief entered with respect to it or commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver or other custodian for all or a substantial part of its property; or Debtor shall make any assignment for the benefit of creditors; or Debtor shall fail or be unable or shall admit in writing its inability to pay its debts as such debts become due; or the Managing Directors of Debtor (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the foregoing; or (e) Debtor shall be dissolved or shall file a petition for dissolution, unless Debtor's successor executes and delivers to Secured Party a security agreement substantially similar in all respects to this Agreement. View More

Events of Default. In the case of the happening of any of the following events (each, an "Event of Default"): (i) Borrower shall fail to make payment of principal or interest on this Note within ten (10) business days from the required payment date; or (ii) Borrower shall materially breach any provision of this Note and such breach shall have not been cured within thirty (30) days after written notice thereof to Borrower from Lender; or (iii) (a) Borrower shall become insolvent within the meaning of any bankruptcy..., insolvency, reorganization, moratorium or other similar law of any jurisdiction (collectively, "Bankruptcy Law"), as determined by a court of competent jurisdiction, (b) the Borrower makes an assignment for the benefit of creditors, liquidates, dissolves, winds down its business or agrees to or adopts or approves any plan or action to liquidate, dissolve or wind down its business, or (iii) if any case under any provision of Bankruptcy Law, including provisions for reorganizations, shall be commenced by or against the Borrower or any of its subsidiaries and not dismissed within ninety (90) days after such commencement; or 2 (iv) a receiver, liquidator, assignee, trustee or custodian shall be appointed for the Borrower for all or any material portion of the assets of Borrower and the same shall not have been discharged within ninety (90) days; or (v) a liquidation or winding-up of Borrower; (vi) THEN, all amounts payable by the Borrower to Lender under this Note shall become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are expressly waived hereby. The rights given hereunder are cumulative with all of the other rights and remedies of Lender under this Note or any other agreement, by operation of law or otherwise. (vii) Should the indebtedness represented by this Note, or any part thereof, be collected in law or in equity or in bankruptcy, receivership or other court proceedings, or this Note be placed in the hands of attorneys for collection after default, or should Borrower request any modification of this Note, Borrower agrees to pay, in addition to the principal, interest and other amounts due and payable hereon and hereunder, all costs and expenses incurred in connection with such collection, or modification, as applicable, including, without limitation, attorneys' and collection fees. (viii) Borrower hereby waives, to the fullest extent permitted by law, diligence, presentment, demand for payment, protest, notice of dishonor and any and all other notices or demands of every kind and the right to plead the statute of limitations as a defense to any action hereunder. No delay on the part of the holder hereof in exercising any rights hereunder shall operate as a waiver of such rights. View More

Events of Default. Failure to comply in any respect with any term, condition or undertaking contained in this Second Amendment shall constitute an event of default by Borrower under this Second Amendment and each of the Loan Documents, as applicable.

Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Agreement: (a) the occurrence of any Event of Default under the Credit Agreement; (b) any impairment of the rights of Bank in any material portion of the Collateral or Proceeds, or any attachment or like levy on any property of Debtor that is not permitted by the Credit Agreement; and (c) Bank, in good faith, believes any or all of the Collateral and/or Proceeds to be in danger of misuse, dissipation, commin...gling, loss, theft, damage or destruction, or otherwise in jeopardy or unsatisfactory in character or value. View More

Events of Default. Each of the following shall constitute an Event of Default under this Note: (a) Debtor fails to make any payment when due on this Note or is in default on any other of its indebtedness that is evidenced by a promissory note (whether convertible or non-convertible) and either Debtor has not received a waiver of such default or the time to cure such default has lapsed. (b) Upon any assignment by Debtor for the benefit of creditors, or filing by or against Debtor of a petition in bankruptcy, or adj...udication of Debtor as bankrupt or insolvent, or filing by or against Debtor of any petition or answer seeking for Debtor any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or filing any answer admitting or failing to deny the material allegations of a petition filed against it for any such relief, or seeking or consenting to or acquiescing in the appointment of any trustee, receiver or liquidator of itself or of all or any substantial part of its properties, or its directors or stockholders taking any action looking to its dissolution or liquidation. View More

Events of Default. If there shall be any Event of Default (as defined below) hereunder, subject to the terms of the Intercreditor Agreement, at the option and upon the declaration of the Holder and upon written notice to the Borrower (which election and notice shall not be required in the case of an Event of Default under subsection (ii) or (iii) below), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall co...nstitute an "Event of Default": (i) the Borrower fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any unpaid accrued interest or other amounts due under this Note on the date the same becomes due and payable; (ii) 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; 4. (iii) an involuntary petition is filed against the Borrower (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Borrower); (iv) an "Event of Default" (as defined in the Security Agreement); (v) an "event of default" (as defined under any Senior Indebtedness) shall have occurred and be continuing and the holders of such Senior Indebtedness shall have accelerated such Indebtedness (and such acceleration shall not have been rescinded); or (vi) the occurrence of a transaction in which (a) any "person" or "group" (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934), other than the Holder or its affiliates, becomes the "beneficial owner" (as defined in Rule 13(d) under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding of Borrower ordinarily entitled to vote in the election of directors, empowering such "person" or "group" to elect a majority of the board of managers of Borrower, who did not have such power before such transaction or (b) the sale of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole) to any "person" (as defined in Rule 13(d) under the Securities Exchange Act of 1934) other than the Holder or its affiliates. View More

Events of Default. Each of the following events shall constitute an "Event of Default" hereunder: (a) The Company fails to make any payment when due under this Note on the applicable due date or within five Business Days after written notice of such failure has been given by Holder to the Company; (b) The Company fails to comply with its obligation to convert, redeem or exchange this Note as described herein, and such default continues for a period of five Business Days; (c) Any representation or warranty made by ...the Company under or in connection with the issuance of this note shall prove to have been incorrect in any material respect when made; (d) Any default after any cure period under, or acceleration prior to maturity of, any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company in excess of $1,000,000, or for money borrowed the repayment of which is guaranteed by the Company for in excess of $1,000,000, whether such indebtedness or guarantee now exists or shall be created hereafter; (e) A receiver is appointed for any material part of the Company's property, the Company makes a general assignment for the benefit of creditors, or the Company becomes a debtor or alleged debtor in a case under the U.S. Bankruptcy Code or becomes the subject of any other bankruptcy or similar proceeding for the general adjustment of its debts or for its liquidation; or (f) The Company's Board of Directors adopts a resolution for the liquidation, dissolution or winding up of the Company. If an Event of Default occurs and is continuing, the Holder may declare all of the then outstanding Principal Balance any accrued but unpaid interest due thereon, to be due and payable immediately, except that in the case of an Event of Default arising from events described in clauses (d) and (e) of this Section 5, this Note shall become due and payable without further action or notice. View More