Event Of Default

Event Of Default. Means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body): 4 (i) any default in the payment (free of any claim of subordination) of principal, interest or liquidated damages in respect of any Debentures, as and -4- subordination), when the same becomes due and payable (whether on... a Conversion Prepayment Date, the Maturity Date or by acceleration or prepayment or otherwise). otherwise), of principal under or interest in respect of this Note. (ii) the Company or any Subsidiary defaults in (1) fails to pay when due or there is an acceleration of any monetary obligation (regardless of its obligations amount) under any other currently existing or hereafter arising debenture (other than a Note) or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness or money due under any long term leasing or factoring arrangement arrangement, if the aggregate amount of the obligations and liabilities of the Company and the subsidiaries thereunder exceed $500,000 (each of the foregoing a "Material Debt Agreement"), or (2) fails to observe or perform any Subsidiary in an amount exceeding $350,000, whether such Indebtedness now exists or is hereafter created, other obligation under any Material Debt Agreement, and such default failure results in such Indebtedness the obligations thereunder becoming or being declared due and payable prior to the date on which it they would otherwise become due and payable. (iii) the occurrence or entering into of any Change of Control transaction. (iv) the Company shall fail to observe or perform any covenant, condition or agreement contained in Article 4 or in Article 5 of the Purchase Agreement, and such failure shall continue unremedied for a period of 7 days after written notice of such default is first given to the Company by the Holder. (v) the Company shall fail to observe or perform any covenant, condition or agreement contained in any Transaction Document (other than those specified in clause (i) or (v) above), Document, and such failure shall continue unremedied for a period of five Trading Days thirty days after the earliest of (i) the date on which written notice of such default is first given to the Company by the Holder Investor (it being understood that no prior notice need be given in the case of a default that cannot reasonably be cured within five Trading Days). (vi) thirty days, or (ii) the date the Company discovers or such default or reasonably should have discovered such default. (iv) the Company creates or suffers to exist any Lien (other than judgment liens which are covered by clause (ix) below) upon any of its properties, except in accordance with Section 5.2 of the Purchase Agreement. (v) the occurrence and continuance of an Event of Default (whether or not declared) under any Debentures. (vii) any prepayment by other Note. (vi) the Company fails to deliver a stock certificate evidencing Underlying Shares to an Investor within five Trading Days after a Conversion Date, or the conversion rights of any Debenture issued by it or any issuance of securities in exchange the Investors pursuant to the terms hereof are otherwise suspended for any Debentures issued by it (other than Underlying Shares upon conversion thereof in accordance with their terms as in effect on the Original Issue Date thereof), except in each case (i) if the Company offers to the Holder in writing the same prepayment of this Debenture and all other Debentures then held by such Holder on the same economic terms on which the Company prepays or offers to prepay (whichever is more favorable to the holder of such Debenture) such Debentures, and (ii) in accordance with the prepayment provisions of Section 13 of this Debenture. (viii) reason. (vii) any of the Company's representations and warranties set forth in the Purchase Agreement any Transaction Document shall be incorrect as of the date made or as of the Original Issue Date. (ix) (viii) the occurrence of a Bankruptcy Event. (x) (ix) one or more judgments for the payment of money in an aggregate amount in excess of $350,000 $250,000 shall be rendered against the Company or any Subsidiary subsidiary or any combination thereof (which shall not be fully covered by insurance without taking into account any applicable deductibles) and the same which shall remain undischarged or -5- unbonded for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Subsidiary subsidiary to enforce any such judgment. (xi) 5 (x) any Transaction Document shall cease, for any reason, to be in full force and effect, or the Company shall so assert in writing or shall disavow any of its obligations thereunder. (xii) (xi) the Common Stock is shall not be listed or quoted, or is suspended from trading, on an Eligible Market for a period of three Trading Days (which need not be consecutive Trading Days). (xiii) the Company fails to deliver a stock certificate evidencing Underlying Shares to a Holder within three Trading Days after a Conversion Date, or in the case of exercises under a Warrant, within three Trading Days after a Date of Exercise under the Warrants, or the conversion or exercise rights of the Holders pursuant to the terms hereof or the terms of the Warrants are otherwise suspended for any reason. (xiv) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any conversion of Debentures or upon any exercise of Warrants. (xv) the Company effects or publicly announces its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock, unless following such transaction, the holders of the Company's securities prior to the first such transaction continue to beneficially own at least two-thirds of the voting rights and equity interests in the surviving entity or acquirer of such assets. (xvi) a Registration Statement under the Registration Rights Agreement is not declared effective by the Commission by the 365th day following the Closing Date, or is not effective as to all Registrable Securities, and available for use by the holders of Registrable Securities (as defined in the Registration Rights Agreement), for in excess of 60 Trading Days during the Effectiveness Period. (xvii) the Company fails to make any cash payment required under the Transaction Documents (including, without limitations, as prepayment hereunder) and such failure is not cured within five Trading Days after notice of such default is first given to the Company by an Investor. View More

Event Of Default. Means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body): (i) any default in the payment (free of any claim of subordination) of principal, interest or liquidated damages in respect of any Debentures, as and -4- subordination), when the same becomes due and payable (whether on a ... class="diff-color-red">Conversion Prepayment Date, the Maturity Date or by acceleration or prepayment or otherwise). otherwise), of (a) liquidated damages in respect of this Note, or (b) principal under or interest in respect of this Note. (ii) the Company or any Subsidiary defaults in (1) fails to pay when due or there is an acceleration of any monetary obligation (regardless of its obligations amount) under any other currently existing or hereafter arising debenture (other than a Note) or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness or money due under any long term leasing or factoring arrangement arrangement, if the aggregate amount of the obligations and liabilities of the Company and the subsidiaries thereunder exceed $50,000 (each of the foregoing a "Material Debt Agreement"), or (2) fails to observe or perform any Subsidiary in an amount exceeding $350,000, whether such Indebtedness now exists or is hereafter created, other obligation under any Material Debt Agreement, and such default failure results in such Indebtedness the obligations thereunder becoming or being declared due and payable prior to the date on which it they would otherwise become due and payable. 4 (iii) the occurrence or entering into of by the Company or any subsidiary, or consummation of, any Change of Control transaction. Control. (iv) the Company shall fail to observe or perform any covenant, condition or agreement contained in Article 4 or in Article 5 of the Purchase Agreement, and such failure shall continue unremedied for a period of 7 days after written notice of such default is first given to the Company by the Holder. (v) the Company shall fail to observe or perform any covenant, condition or agreement contained in any Transaction Document (other than those specified in clause (i) or (v) above), above and clause (xviii) below), and such failure shall continue unremedied for a period of five Trading Days after the earliest of (i) the date on which written notice of such default is first given to the Company by the Holder Investor (it being understood that no prior notice need be given in the case of a default that cannot reasonably be cured within five Trading Days). Days), or (ii) the date the Company discovers or such default or reasonably should have discovered such default. (v) the Company creates or suffers to exist any Lien (other than judgment liens which are covered by clause (x) below) upon any of its properties, except in accordance with Section 5.4 of the Purchase Agreement. (vi) the occurrence and continuance of an Event of Default (whether or not declared) under any Debentures. other Note. (vii) any prepayment by the Company of any Debenture other Note or any other Indebtedness issued by it or any issuance of securities in exchange for any Debentures Notes issued by it (other than Underlying Shares upon conversion thereof of such Notes in accordance with their terms as in effect on the Original Issue Date thereof), except in each case (i) if the Company offers to the Holder Investor in writing the same prepayment of this Debenture Note and all other Debentures Notes then held by such Holder Investor on the same economic terms on which the Company prepays or offers to prepay (whichever is more favorable to the holder of such Debenture) Note) such Debentures, Notes and (ii) in accordance with the prepayment provisions of Section 13 12 of this Debenture. Note. (viii) any of the Company's representations and warranties set forth in the Purchase Agreement any Transaction Document shall be incorrect as of the date made or as of the Original Issue Date. (ix) the occurrence of a Bankruptcy Event. (x) one or more judgments for the payment of money in an aggregate amount in excess of $350,000 $50,000 shall be rendered against the Company or any Subsidiary subsidiary or any combination thereof (which shall not be fully covered by insurance without taking into account any applicable deductibles) and the same which shall remain undischarged or -5- unbonded for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Subsidiary subsidiary to enforce any such judgment. (xi) any Transaction Document shall cease, for any reason, to be in full force and effect, or the Company shall so assert in writing or shall disavow any of its obligations thereunder. 5 (xii) the Common Stock is shall not be listed or quoted, or is suspended from trading, on an Eligible Market for a period of three Trading Days (which need not be consecutive Trading Days). (xiii) the Company fails to deliver a stock certificate evidencing Underlying Shares to a Holder an Investor within three five Trading Days after a Conversion Date, Date or in the case of exercises under a Warrant, within three five Trading Days days after a Date of Exercise under the Warrants, under, and as such term is defined in, such Warrant, or the conversion or exercise rights of the Holders Investors pursuant to the terms hereof or the terms of the Warrants are otherwise suspended for any reason. reason (other than as a result of the limitations set forth in Section 5(b)). (xiv) the Company fails to have available and reserved for the benefit of the holders of Notes and Warrants a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available sufficient to issue Underlying Shares upon any conversion of Debentures Notes or upon any exercise of Warrants. (xv) the Company effects or publicly announces its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock, unless following such transaction, the holders of the Company's securities prior to the first such transaction continue to beneficially own at least two-thirds of the voting rights and equity interests in the surviving entity or acquirer of such assets. acquirer. (xvi) Intentionally omitted. (xvii) a Registration Statement under the Registration Rights Agreement is not declared effective by the Commission by the 365th day following the Closing Date, or is not effective as to all Registrable Securities, Securities (as defined in the Registration Rights Agreement), and available for use by the holders of Registrable Securities Securities, for in excess of an aggregate of 30 Trading Days (which need not be consecutive Trading Days) during the Effectiveness Period (as defined in the Registration Rights Agreement), for in excess of 60 Trading Days during the Effectiveness Period. (xvii) Agreement). (xviii) the Company fails to make any cash payment required under the Transaction Documents (including, without limitations, (other than as prepayment hereunder) and such set forth in paragraph (i) above). (xix) Intentionally omitted. (xx) the Company's EBITDA is less than the EBITDA Target at the end of any calendar quarter commencing with the quarter ended December 31, 2007; provided, however, that failure is to meet the EBITDA Target shall not cured within five constitute an Event of Default if: (a) the VWAP of the Common Stock for 20 Trading Days after notice during any 30 consecutive Trading Day period during the applicable calendar quarter was greater than 200% of such default is first given the Conversion Price (subject to adjustment pursuant to Section 10), and (b) the average daily trading volume for the Common Stock for the 30 Trading Day period referenced in clause (a) above was 150,000 shares. (xxi) the Company closes its stockholder books or records in any manner which prevents the timely exercise of the Warrant, pursuant to the Company by an Investor. terms thereof. 6 View More

Found in Synova Healthcare Group Inc contract

Event Of Default. Means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body): (i) any default in the payment (free of any claim of subordination) of principal, interest or liquidated damages in respect of any Debentures, as and -4- subordination), when the same becomes due and payable (whether on a ... class="diff-color-red">Conversion Prepayment Date, the Maturity Date or by acceleration or prepayment or otherwise). otherwise), of (a) liquidated damages in respect of this Note, or (b) principal under or interest in respect of this Note. (ii) the Company or any Subsidiary defaults in (1) fails to pay when due or there is an acceleration of any monetary obligation (regardless of its obligations amount) under any other currently existing or hereafter arising debenture (other than a Note) or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness or money due under any long term leasing or factoring arrangement arrangement, if the aggregate amount of the obligations and liabilities of the Company and the subsidiaries thereunder exceed $50,000 (each of the foregoing a "Material Debt Agreement"), or (2) fails to observe or perform any Subsidiary in an amount exceeding $350,000, whether such Indebtedness now exists or is hereafter created, other obligation under any Material Debt Agreement, and such default failure results in such Indebtedness the obligations thereunder becoming or being declared due and payable prior to the date on which it they would otherwise become due and payable. 4 (iii) the occurrence or entering into of by the Company or any subsidiary, or consummation of, any Change of Control transaction. Control. (iv) the Company shall fail to observe or perform any covenant, condition or agreement contained in Article 4 or in Article 5 of the Purchase Agreement, and such failure shall continue unremedied for a period of 7 days after written notice of such default is first given to the Company by the Holder. (v) the Company shall fail to observe or perform any covenant, condition or agreement contained in any Transaction Document (other than those specified in clause (i) or (v) above), above and clause (xviii) below), and such failure shall continue unremedied for a period of five Trading Days after the earliest of (i) the date on which written notice of such default is first given to the Company by the Holder Investor (it being understood that no prior notice need be given in the case of a default that cannot reasonably be cured within five Trading Days). Days), or (ii) the date the Company discovers or such default or reasonably should have discovered such default. (v) the Company creates or suffers to exist any Lien (other than judgment liens which are covered by clause (x) below) upon any of its properties, except in accordance with Section 5.4 of the Purchase Agreement. (vi) the occurrence and continuance of an Event of Default (whether or not declared) under any Debentures. other Note. (vii) any prepayment by the Company of any Debenture other Note or any other Indebtedness issued by it or any issuance of securities in exchange for any Debentures Notes issued by it (other than Underlying Shares upon conversion thereof of such Notes in accordance with their terms as in effect on the Original Issue Date thereof), except in each case (i) if the Company offers to the Holder Investor in writing the same prepayment of this Debenture Note and all other Debentures Notes then held by such Holder Investor on the same economic terms on which the Company prepays or offers to prepay (whichever is more favorable to the holder of such Debenture) Note) such Debentures, Notes and (ii) in accordance with the prepayment provisions of Section 13 12 of this Debenture. Note. (viii) any of the Company's representations and warranties set forth in the Purchase Agreement any Transaction Document shall be incorrect as of the date made or as of the Original Issue Date. (ix) the occurrence of a Bankruptcy Event. (x) one or more judgments for the payment of money in an aggregate amount in excess of $350,000 $50,000 shall be rendered against the Company or any Subsidiary subsidiary or any combination thereof (which shall not be fully covered by insurance without taking into account any applicable deductibles) and the same which shall remain undischarged or -5- unbonded for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Subsidiary subsidiary to enforce any such judgment. (xi) any Transaction Document shall cease, for any reason, to be in full force and effect, or the Company shall so assert in writing or shall disavow any of its obligations thereunder. 5 (xii) the Common Stock is shall not be listed or quoted, or is suspended from trading, on an Eligible Market for a period of three Trading Days (which need not be consecutive Trading Days). (xiii) the Company fails to deliver a stock certificate evidencing Underlying Shares to a Holder an Investor within three five Trading Days after a Conversion Date, Date or in the case of exercises under a Warrant, within three five Trading Days days after a Date of Exercise under the Warrants, under, and as such term is defined in, such Warrant, or the conversion or exercise rights of the Holders Investors pursuant to the terms hereof or the terms of the Warrants are otherwise suspended for any reason. (xiv) the Company fails to have available and reserved for the benefit of the holders of Notes and Warrants a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available sufficient to issue Underlying Shares upon any conversion of Debentures Notes or upon any exercise of Warrants. (xv) the Company effects or publicly announces its intention to effect any exchange, recapitalization or other transaction that effectively requires or rewards physical delivery of certificates evidencing the Common Stock, unless following such transaction, the holders of the Company's securities prior to the first such transaction continue to beneficially own at least two-thirds of the voting rights and equity interests in the surviving entity or acquirer of such assets. acquirer. (xvi) Intentionally omitted. (xvii) a Registration Statement under the Registration Rights Agreement is not declared effective by the Commission by the 365th day following the Closing Date, or is not effective as to all Registrable Securities, Securities (as defined in the Registration Rights Agreement), and available for use by the holders of Registrable Securities Securities, for in excess of an aggregate of 30 Trading Days (which need not be consecutive Trading Days) during the Effectiveness Period (as defined in the Registration Rights Agreement), for in excess of 60 Trading Days during the Effectiveness Period. (xvii) Agreement). (xviii) the Company fails to make any cash payment required under the Transaction Documents (including, without limitations, (other than as prepayment hereunder) and such set forth in paragraph (i) above). (xix) Intentionally omitted. (xx) the Company's EBITDA is less than the EBITDA Target at the end of any calendar quarter commencing with the quarter ended December 31, 2007; provided, however, that failure is to meet the EBITDA Target shall not cured within five constitute an Event of Default if: (a) the VWAP of the Common Stock for 20 Trading Days after notice during any 30 consecutive Trading Day period during the applicable calendar quarter was greater than 200% of such default is first given the Conversion Price (subject to adjustment pursuant to Section 10), and (b) the average daily trading volume for the Common Stock for the 30 Trading Day period referenced in clause (a) above was 150,000 shares. (xxi) the Company closes its stockholder books or records in any manner which prevents the timely exercise of the Warrant, pursuant to the Company by an Investor. terms thereof. View More

Found in Synova Healthcare Group Inc contract

Event Of Default. Has the The meaning specified therefor in the Notes. Notes

Event Of Default. Has the meaning specified therefor in the Notes. Credit Agreement.

Event Of Default. Has the meaning specified therefor in the Notes. Credit Agreement.

Event Of Default. Shall mean (a) the failure of the Company Sona, Sibling or its Subsidiaries to pay any Indebtedness for Borrowed Money, or any interest or premium thereon, within five (5) days after the same shall become due, whether such Indebtedness shall become due by scheduled maturity, by required prepayment, by acceleration, by demand or otherwise, (b) an event of default under any agreement or instrument evidencing or securing or relating to any such Indebtedness, or (c) the failure of the Company Sona,... Sibling or its Subsidiaries to perform or observe any material term, covenant, agreement or condition on its part to be performed or observed under any agreement or instrument evidencing or securing or relating to any such Indebtedness when such term, covenant or agreement is required to be performed or observed. View More

Event Of Default. Shall mean (a) the failure of the Company Company, Parent, or Acquisition Corp. to pay any Indebtedness for Borrowed Money, or any interest or premium thereon, within five (5) days after the same shall become due, whether such Indebtedness shall become due by scheduled maturity, by required prepayment, by acceleration, by demand or otherwise, (b) an event of default under any agreement or instrument evidencing or securing or relating to any such Indebtedness, or (c) the failure of the Company Company, Parent, or Acquisition Corp. to perform or observe any material term, covenant, agreement or condition on its part to be performed or observed under any agreement or instrument evidencing or securing or relating to any such Indebtedness when such term, covenant or agreement is required to be performed or observed. View More

Event Of Default. Shall mean (a) the failure of the Company or Parent, as appropriate, to pay any Indebtedness for Borrowed Money, or any interest or premium thereon, within five (5) days after the same shall become due, whether such Indebtedness shall become due by scheduled maturity, by required prepayment, by acceleration, by demand or otherwise, (b) an event of default under any material agreement or instrument evidencing or securing or relating to any such Indebtedness, or (c) the failure of the Company or... Parent, as appropriate, to perform or observe any material term, covenant, agreement or condition on its part to be performed or observed under any agreement or instrument evidencing or securing or relating to any such Indebtedness when such term, covenant or agreement is required to be performed or observed. View More

Event Of Default. Has the The meaning set forth in the Loan Agreement.

Event Of Default. Has the The meaning set forth in the Loan Agreement.

Event Of Default. Has the The meaning set forth in the Loan Agreement.

Event Of Default. Means the occurrence of any "Event of Default" under and as defined in each of the SPA, SPA and the Note or any Supplemental Loan Document, Note, or the failure of the Company to comply with any term or covenant of any Transaction Document (including this Agreement) to which it is a party.

Event Of Default. Means the occurrence of any "Event of Default" under and as defined in each of the SPA, the Note or any Supplemental Loan Document, Note, or the failure of the Company any Grantor to comply with any term or covenant of any Transaction Document (including this Agreement) to which it is a party. 2

Event Of Default. Means the occurrence of any "Event of Default" under and as defined in each of the SPA, SPA and the Note or any Supplemental Loan Document, Debentures, or the failure of the Company to comply with any term or covenant of any Transaction Document (including this Agreement) to which it is a party.

Event Of Default. The words "Event of Default" mean and include without limitation Means any of the Events of Default set forth below in the section titled "Events of Default."

Event Of Default. The words "Event of Default" mean and include without limitation any of the Events of Default set forth below in the section titled titled, "Events of Default." Default".

Event Of Default. The words "Event of Default" Shall mean and include without limitation any of the Events of Default set forth below in the section titled "Events of Default."

Event Of Default. Shall mean any Event of Default (or equivalent term) under, and as defined in, the Credit Agreement and shall in any event include, without limitation, any payment default on any of the Obligations after the expiration of any applicable grace period.

Event Of Default. Shall mean any Event "Event of Default Default" (or similar defined term) under, and as defined in, the Credit Agreement or any Additional First Lien Document and shall in any event include, without limitation, any payment default on any of the Obligations after the expiration of any applicable grace period. Page 5

Event Of Default. Shall mean any Event of Default (or similar term) under, and as defined in, the Credit Agreement or in any Interest Rate Protection Agreement or Other Hedging Agreement entered into with an Other Creditor and shall in any event include, without limitation, any payment default on any of the Obligations after the expiration of any applicable grace period.

Event Of Default. Means an event or condition that constitutes an Event of Default, as defined in Section 7 18.1 hereof.

Event Of Default. Means an event or condition that constitutes an Event of Default, as defined in Section 7 8.1 hereof.

Event Of Default. Means an event or condition that constitutes an Event of Default, as defined in Section 7 7.1 hereof.

Event Of Default. Means: 1. : (1) the failure by the Grantor to perform in any material respect any obligation of the Grantor under this Patent and Trademark Security Agreement as and when required by this Patent and Trademark Security Agreement; or 2. (2) any representation or warranty made by the Grantor pursuant to this Patent and Trademark Security Agreement is untrue in any material respect when made; or 3. (3) the failure by the Grantor to perform in any material respect any obligation of the Grantor under... the Patent and Trademark Security Agreement as and when required by the Patent and Trademark Security Agreement; or 4. (4) any representation or warranty made by the Grantor pursuant to the Patent and Trademark Security Agreement is untrue in any material respect when made; or 5. (5) the security interests granted herein and pursuant to the Patent and Trademark Security Agreement do not constitute for any reason a first priority perfected security interest in the Collateral covered thereby (other than as a result of a failure to make the filings specified in Schedule II of this Security Agreement and Exhibits Exhibit C, D and E of the this Patent and Trademark Security Agreement); or 6. 1 (6) the Grantor shall file a petition under bankruptcy, insolvency or debtor's relief law or make an assignment for the benefit of its creditors; or 7. (7) a court of competent jurisdiction enters an order or decree under any federal or state bankruptcy law that (X) is for relief against the Grantor in an involuntary case brought with respect to the Grantor in such court, (Y) appoints a custodian, receiver or other similar official for all or substantially all the Grantor's property or (Z) orders the liquidation of the Grantor, and the order or decree remains unstayed and in effect for 60 days; or 8. (8) any representation or warranty made by the Grantor pursuant to the Going Forward Agreement Convertible Notes is untrue in any material respect when made; 9. or (9) failure of the Grantor to pay any Obligation when due or to perform in any material respect any other obligation of the Grantor under the Going Forward Agreement Convertible Notes as and when required by the Going Forward Agreement; Convertible Notes; or 10. (10) the loss or suspension of the Food and Drug Administration approval relating to the Product; 11. or (11) the Grantor shall fail to pay when due (after the expiration of any cure period provided by agreements governing the obligation) any principal of, premium or interest on or any amount payable in respect of any borrowed money indebtedness indebtedness; or 12. (12) the failure by the Grantor to perform in any material respect any obligation of the Grantor under those that certain secured promissory notes Note made by the Grantor in favor of the Secured Parties of even date herewith (the "Notes"). "Note"). View More

Event Of Default. Means: 1. : (1) the failure by the Grantor to perform in any material respect any obligation of the Grantor under this Patent and Trademark Security Agreement as and when required by this Patent and Trademark Security Agreement; or 2. (2) any representation or warranty made by the Grantor pursuant to this Patent and Trademark Security Agreement is untrue in any material respect when made; or 3. (3) the failure by the Grantor to perform in any material respect any obligation of the Grantor under... the Patent and Trademark Security Agreement as and when required by the Patent and Trademark Security Agreement; or 4. (4) any representation or warranty made by the Grantor pursuant to the Patent and Trademark Security Agreement is untrue in any material respect when made; or 5. A-1 (5) any event specified in Section 1(d) of the Notes occurs and is continuing; or (6) the security interests granted herein and pursuant to the Patent and Trademark Security Agreement do not constitute for any reason a first priority perfected security interest in the Collateral covered thereby (other than as a result of a failure to make the filings specified in Schedule II Exhibit E, F and G of this Security Agreement and Exhibits C, D and E of the Patent and Trademark Security Agreement); or 6. (7) the Grantor shall file a petition under bankruptcy, insolvency or debtor's relief law or make an assignment for the benefit of its creditors; or 7. (8) a court of competent jurisdiction enters an order or decree under any federal or state bankruptcy law that (X) is for relief against the Grantor in an involuntary case brought with respect to the Grantor in such court, (Y) appoints a custodian, receiver or other similar official for all or substantially all the Grantor's property or (Z) orders the liquidation of the Grantor, and the order or decree remains unstayed and in effect for 60 days; or 8. any representation or warranty made by the Grantor pursuant to the Going Forward Agreement is untrue in any material respect when made; 9. failure of the Grantor to pay any Obligation when due or to perform in any material respect any other obligation of the Grantor under the Going Forward Agreement as and when required by the Going Forward Agreement; or 10. (9) the loss or suspension of the Food and Drug Administration approval relating to the Product; 11. or (10) failure of the Grantor to pay any Obligation when due; or (11) the Grantor shall fail to pay when due (after the expiration of any cure period provided by agreements governing the obligation) any principal of, premium or interest on or any amount payable in respect of any borrowed money indebtedness or 12. the failure by the Grantor to perform in any material respect any obligation of the Grantor under those certain secured promissory notes made by the Grantor in favor of the Secured Parties of even date herewith (the "Notes"). indebtedness. View More

Event Of Default. Means: 1. (1) the failure by the Grantor to perform in any material respect any obligation of the Grantor under this Security Agreement as and when required by this Security Agreement; or 2. (2) any representation or warranty made by the Grantor pursuant to this Security Agreement is untrue in any material respect when made; or 3. (3) the failure by the Grantor to perform in any material respect any obligation of the Grantor under the Patent and Trademark Security Agreement as and when required... by the Patent and Trademark Security Agreement; or 4. (4) any representation or warranty made by the Grantor pursuant to the Patent and Trademark Security Agreement is untrue in any material respect when made; or 5. 1 (5) any of the events specified in Section 1(d) of the Notes occurs and is continuing; or (6) the security interests granted herein and pursuant to the Patent and Trademark Security Agreement do not constitute for any reason a first priority perfected security interest in the Collateral covered thereby (other than as a result of a failure to make the filings specified in Schedule II of this Security Agreement and Exhibits C, D E, F and E G of the Patent and Trademark Security Agreement); or 6. (7) the Grantor shall file a petition under bankruptcy, insolvency or debtor's relief law or make an assignment for the benefit of its creditors; or 7. (8) a court of competent jurisdiction enters an order or decree under any federal or state bankruptcy law that (X) is for relief against the Grantor in an involuntary case brought with respect to the Grantor in such court, (Y) appoints a custodian, receiver or other similar official for all or substantially all the Grantor's property or (Z) orders the liquidation of the Grantor, and the order or decree remains unstayed and in effect for 60 days; or 8. any representation or warranty made by the Grantor pursuant to the Going Forward Agreement is untrue in any material respect when made; 9. failure of the Grantor to pay any Obligation when due or to perform in any material respect any other obligation of the Grantor under the Going Forward Agreement as and when required by the Going Forward Agreement; or 10. (9) the loss or suspension of the Food and Drug Administration approval relating to the Product; 11. or (10) failure of the Grantor to pay any Obligation when due; or (11) the Grantor shall fail to pay when due (after the expiration of any cure period provided by agreements governing the obligation) any principal of, premium or interest on or any amount payable in respect of any borrowed money indebtedness or 12. the failure by the Grantor to perform in any material respect any obligation of the Grantor under those certain secured promissory notes made by the Grantor in favor of the Secured Parties of even date herewith (the "Notes"). indebtedness. View More

Event Of Default. Shall have the The meaning provided in the Note. Notes

Event Of Default. Shall have the meaning provided in the Note. Loan Agreement.

Event Of Default. Shall have the meaning provided in the Note. Indenture.