Subordinated Debt Actionable Default

Subordinated Debt Actionable Default. Collectively, means: (i) the failure of the applicable Registration Statement (as defined in the Registration Rights Agreement as in effect on the date hereof) required to be filed pursuant to the Registration Rights Agreement (as defined in the Amended Securities Purchase Agreement as in effect on the date hereof (hereinafter, the "Registration Rights Agreement") to be declared effective by the SEC on or prior to the date that is 60 days after the applicable Effectiveness Deadline (as... defined in the Registration Rights Agreement), or, while the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or is unavailable to any holder of the Securities for sale of all of such holder's Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 10 consecutive days or for more than an aggregate of 30 days in any 365-day period (other than days during an Allowable Grace Period (as defined in the Registration Rights Agreement)); (ii) the suspension from trading or failure of the Common Stock (as defined in each of the Securities) to be listed on an Eligible Market (as defined in each of the Securities) for a period of five (5) consecutive Trading Days (as defined in each of the Securities) or for more than an aggregate of ten (10) Trading Days (as defined in each of the Securities) in any 365-day period; (iii) the Borrower's (A) failure to cure a Conversion Failure (as defined in the Securities) by delivery of the required number of shares of Common Stock (as defined in the Securities) within ten (10) Business Days (as defined in the Securities) after the applicable Conversion Date (as defined in the Securities) or (B) notice, written or oral, to any holder of the Securities, including by way of public announcement or through any of its agents, at any time, of its intention not to comply with a request for conversion of any Securities into shares of Common Stock (as defined in the Securities) that is tendered in accordance with the provisions of the Securities; (iv) at any time following the tenth consecutive Business Day (as defined in the Securities) that the Holder's Authorized Share Allocation (as defined in the Securities) is less than the number of shares of Common Stock (as defined in the Securities) that the Holder would be entitled to receive upon a conversion of the full Conversion Amount (as defined in the Securities) of the Securities (without regard to any limitations on conversion set forth in Section 3(d) of each of the Securities); and (v) the Company's failure to pay, on the date which is the seventh anniversary after the date of issuance of such Securities, principal and interest on the Subordinated Debt in full in cash. View More