Mandatory Redemption Event

Mandatory Redemption Event. Each of the following: (i) the Company defaults in the payment when due of any principal of, or premium, if any, on this Note or the Company defaults in the payment when due of any interest on this Note and such default continues for a period three (3) Business Days after written notice thereof from the Holder; (ii) the Company breaches or provides notice of its intent to breach, any covenant or other term or condition of this Note or any other Transaction Document, and such breach continues... for a period of ten (10) Business Days following written notice thereof from the Holder; (iii) any material representation or warranty made by the Company in this Note or any other Transaction Document was inaccurate or misleading in any material respect as of the date such representation or warranty was made. (iv) the occurrence of a VeriChip Event or, prior to the occurrence of a VeriChip Event, VeriChip Corporation consummates an unregistered offering of its debt or equity securities (such offering, a "VeriChip Private Placement"); (v) the consummation of a Subsequent Placement; (vi) the consummation of an Asset Sale; (vii) the occurrence of a Change of Control of the Company; (viii) a default under any mortgage, guarantee, indenture or instrument of the Company or any of the Pledged Subsidiaries under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or any of the Pledged Subsidiaries (or the payment of which is guaranteed by the Company or any of the Pledged Subsidiaries) (in each case, other than this Note and the other Transaction Documents) and such default could reasonably be expected to have a Material Adverse Effect, provided that such default (A) is not cured within any applicable grace periods or (B) results in the acceleration of the maturity of any Indebtedness; (ix) the Company or any of the Pledged Subsidiaries breaches or provides notice of its intent to breach, any of their material agreements (other than this Note, the other Transaction Documents, and the agreements described in clause (viii) of this definition), and such breach could reasonably be expected to have a Material Adverse Effect; or (x) a Liquidation Event occurs or is publicly announced. View More