Series A Preferred Breach. Means any one of the following events: (1) any Fundamental Change; (2) this corporation fails to declare or pay in full any dividend payable on the shares of Series A Preferred on the applicable Dividend Payment Date, and such failure is not cured with 30 days, or fails to issue, within three Trading Days, any Shares of Common Stock due upon the due conversion or redemption of any share of Series A Preferred; (3) the adoption of any amendment to the Certificate of Incorporation of this
... corporation (other than (A) any such amendment which has been approved by the Majority Holders or (B) any Certificate of Designations for a series of preferred stock of this corporation which (i) has been approved by the Majority Holders or (ii) creates any stock which is a Junior Security) which materially and adversely affects the rights of the Holders or the taking of any other action by this corporation which materially and adversely affects the rights of the Holders; - (4) this corporation (A) fails to comply with any provision of Section 2(b), 4 or 8 or (B) fails to comply in any material respect with Section 2 of the Subscription Agreement, and such breach continues for a period of 30 days after notice thereof to this corporation from any Series A Holder; (5) any written representation or warranty of this corporation made in or pursuant to any Transaction Document shall be false or misleading in any material respect when made or deemed made; or (6) this corporation or any Subsidiary 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 or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or shall admit in writing its inability generally to pay its debts as they become due.
View More
