Friday, February 03, 2006 10:24:44 AM
This is what I was refering to when I mentioned fines and obligation. We need to get it the hell out of the way. I think that is what JF is doing. The sooner the better, IMO.
If We are Unable to Issue Shares of upon Conversion of
Debenture, We are Required to Pay Penalties to Golden Gate.
If we are unable to issue shares of common stock upon
conversion of the convertible debenture as a result of our inability
to increase our authorized shares of common stock or as a result of
any other reason, we are required to:
- pay late payments to Golden Gate for late issuance of common
stock upon conversion of the convertible debenture, in the amount
of $100 per business day after the delivery date for each $10,000
of convertible debenture principal amount being converted or
redeemed.
- in the event we are prohibited from issuing common stock, or fail
to timely deliver common stock on a delivery date, or upon the
occurrence of an event of default, then at the election of Golden
Gate, we must pay to Golden Gate a sum of money determined by
multiplying up to the outstanding principal amount of the
convertible debenture designated by Golden Gate by 130%, together
with accrued but unpaid interest thereon
- if ten days after the date we are required to deliver common
stock to Golden Gate pursuant to a conversion, Golden Gate
purchases (in an open market transaction or otherwise) shares of
common stock to deliver in satisfaction of a sale by Golden Gate
of the common stock which it anticipated receiving upon such
conversion (a "Buy-In"), then we are required to pay in cash to
Golden Gate the amount by which its total purchase price
(including brokerage commissions, if any) for the shares of
common stock so purchased exceeds the aggregate principal and/or
interest amount of the convertible debenture for which such
conversion was not timely honored, together with interest
thereon at a rate of 15% per annum, accruing until such amount
and any accrued interest thereon is paid in full.
In the event that we are required to pay penalties to Golden
Gate or redeem the convertible debentures held by Golden Gate, we may
be required to curtail or cease our operations.
If We are Unable to Issue Shares of upon Conversion of
Debenture, We are Required to Pay Penalties to Golden Gate.
If we are unable to issue shares of common stock upon
conversion of the convertible debenture as a result of our inability
to increase our authorized shares of common stock or as a result of
any other reason, we are required to:
- pay late payments to Golden Gate for late issuance of common
stock upon conversion of the convertible debenture, in the amount
of $100 per business day after the delivery date for each $10,000
of convertible debenture principal amount being converted or
redeemed.
- in the event we are prohibited from issuing common stock, or fail
to timely deliver common stock on a delivery date, or upon the
occurrence of an event of default, then at the election of Golden
Gate, we must pay to Golden Gate a sum of money determined by
multiplying up to the outstanding principal amount of the
convertible debenture designated by Golden Gate by 130%, together
with accrued but unpaid interest thereon
- if ten days after the date we are required to deliver common
stock to Golden Gate pursuant to a conversion, Golden Gate
purchases (in an open market transaction or otherwise) shares of
common stock to deliver in satisfaction of a sale by Golden Gate
of the common stock which it anticipated receiving upon such
conversion (a "Buy-In"), then we are required to pay in cash to
Golden Gate the amount by which its total purchase price
(including brokerage commissions, if any) for the shares of
common stock so purchased exceeds the aggregate principal and/or
interest amount of the convertible debenture for which such
conversion was not timely honored, together with interest
thereon at a rate of 15% per annum, accruing until such amount
and any accrued interest thereon is paid in full.
In the event that we are required to pay penalties to Golden
Gate or redeem the convertible debentures held by Golden Gate, we may
be required to curtail or cease our operations.
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