Remedies Clause Example with 26 Variations from Business Contracts
This page contains Remedies clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Remedies. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, shall become, at the Lender's election, immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amoun...ts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and the Lender shall have all rights as a holder of the note until such time, if any, as the Lender receives full payment pursuant to this Section 8. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof. 2 9. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, Lender will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.View More
Variations of a "Remedies" Clause from Business Contracts
Remedies. In the event of any default, the outstanding principal amount funded portion of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquid...ated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) shall be 150% of the outstanding principal amount funded portion of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this 4 Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. No Shorting. Lender agrees that so long as this Note from The Borrower to Lender remains outstanding, Lender will not enter into or effect "short sales" may only pay the full balance of the Common Stock Mandatory Default Amount, and may not make partial payments unless agreed upon by the Lender. If the Borrower desires to pay the Mandatory Default Amount, then the Borrower shall provide the Lender with six (6) days prior written notice of payment. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment, or hedging transaction which establishes a net short position with respect to (b) convert any part of the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately owns the payment into shares of Common Stock described in Stock. If the conversion notice and any sale Lender elects to convert part of those the payment into shares issuable under such conversion notice would not be considered short sales. of Common Stock, then the Borrower shall pay the remaining balance of the Mandatory Default Amount. View More
Remedies. In the event of any default, the outstanding principal amount funded portion of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquid...ated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) shall be 150% of the outstanding principal amount funded portion of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. No Shorting. Lender agrees that so long as this Note from The Borrower to Lender remains outstanding, Lender will not enter into or effect "short sales" may only pay the full balance of the Common Stock Mandatory Default Amount, and may not make partial payments unless agreed upon by the Lender. If the Borrower desires to pay the Mandatory Default Amount, then the Borrower shall provide the Lender with six (6) days prior written notice of payment. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment, or hedging transaction which establishes a net short position with respect to (b) convert any part of the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately owns the payment into shares of Common Stock described in Stock. If the conversion notice and any sale Lender elects to convert part of those the payment into shares issuable under such conversion notice would not be considered short sales. of Common Stock, then the Borrower shall pay the remaining balance of the Mandatory Default Amount. View More
Remedies. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, f...ees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) 150% shall be 110% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, Lender will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.View More
Remedies. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, f...ees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) 150% shall be 110% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise not eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, Lender will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.View More
Remedies. In the event of any default, the outstanding principal amount funded portion of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquid...ated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) shall be 150% of the outstanding principal amount funded portion of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, Lender will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.View More
Remedies. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, f...ees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) shall be 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, Lender will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.View More
Remedies. In the event of any default, the then outstanding principal amount of this Note, plus accrued but amount, unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Conversion Loss (the "Note Amount") shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and u...npaid interest, liquidated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) 150% shall be 200% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent event other outstanding fees and interest into Common Stock under the terms of default or impair any right consequent thereon. this Note. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, Lender will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of Borrower. Borrower acknowledges and agrees that upon delivery of a conversion notice by Lender, Lender immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.View More
Remedies. In the event of any default, the outstanding principal amount funded portion of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquid...ated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) shall be 150% of the outstanding principal amount funded portion of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. The Borrower may only pay the full balance of the Mandatory Default Amount, and may not make partial payments unless agreed upon by the Lender. If the Borrower desires to pay the Mandatory Default Amount, then the Borrower shall provide the Lender with six (6) days prior written notice of payment. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment, or (b) convert any part of the payment into shares of Common Stock. If the Lender elects to convert part of the payment into shares of Common Stock, then the Borrower shall pay the remaining balance of the Mandatory Default Amount. 4 12. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, the Lender shall not, Lender's affiliates shall not, and Lender will not direct any third parties to, enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of the Borrower. The Borrower acknowledges and agrees that upon delivery of a conversion notice Conversion Notice by the Lender, the Lender immediately owns the shares of Common Stock described in the conversion notice Conversion Notice and any sale of those shares issuable under such conversion notice Conversion Notice would not be considered short sales. View More
Remedies. In the event of any default, the outstanding principal amount funded portion of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquid...ated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) shall be 150% of the outstanding principal amount funded portion of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise not eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. The Borrower may only pay the full balance of the Mandatory Default Amount, and may not make partial payments unless agreed upon by the Lender. If the Borrower desires to pay the Mandatory Default Amount, then the Borrower shall provide the Lender with six (6) days prior written notice of payment. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment, or (b) convert any part of the payment into shares of Common Stock. If the Lender elects to convert part of the payment into shares of Common Stock, then the Borrower shall pay the remaining balance of the Mandatory Default Amount. 4 12. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, the Lender will shall not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of the Borrower. The Borrower acknowledges and agrees that upon delivery of a conversion notice Conversion Notice by the Lender, the Lender immediately owns the shares of Common Stock described in the conversion notice Conversion Notice and any sale of those shares issuable under such conversion notice Conversion Notice would not be considered short sales. View More
Remedies. In the event of any default, the outstanding principal amount funded portion of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, Note Amount shall become, at the Lender's election, become immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquid...ated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) shall be 150% of the outstanding principal amount funded portion of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note the Mandatory Default Amount shall accrue at an a default interest rate equal to the lesser of 18% ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded While the Mandatory Default Amount is outstanding and annulled by Lender at any time prior to payment hereunder and default interest is accruing, the Lender shall have all rights as a holder of the note this Note until such time, if any, time as the Lender receives full payment pursuant to this Section 8. No such rescission paragraph, or annulment shall affect has converted all the remaining Mandatory Default Amount and any subsequent other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default or impair any right consequent thereon. and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of the this Note as required pursuant to the terms hereof. 2 9. 4 12. No Shorting. Lender agrees that so long as this Note from Borrower to Lender remains outstanding, the Lender shall not, Lender's affiliates shall not, and Lender will not direct any third parties to, enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of the Borrower. The Borrower acknowledges and agrees that upon delivery of a conversion notice Conversion Notice by the Lender, the Lender immediately owns the shares of Common Stock described in the conversion notice Conversion Notice and any sale of those shares issuable under such conversion notice Conversion Notice would not be considered short sales. View More
