Offset clause samples

(a) Investor Optional Offset. Notwithstanding anything herein to the contrary, Investor may, on or after September 30, 2017, at any time an Equity Conditions Failure then exists, at its option, at its sole discretion, satisfy all, or any part, of any Principal (and related accrued and unpaid Interest hereunder) in full by the surrender and concurrent cancellation of such portion of the outstanding obligations under the Convertible Note equal to such portion of Principal being satisfied hereunder (each, an “Investor Optional Offset”). Upon any Investor Optional Offset, any accrued and unpaid Interest with respect to such portion of Principal being satisfied in such Investor Optional Offset shall be automatically cancelled as of the date of such Investor Optional Offset. Each Investor Optional Offset shall be effective upon the date the Investor delivers notice to the Company of the Investor’s election to effect such Investor Optional Offset.

(b) Redemption Offset. Notwithstanding anything herein to the contrary, at the option of the Company, the Company may reduce the Principal by any cash amount then due and payable by the Company to the Investor under the Convertible Note (after which such cash amount shall be deemed to have been paid in full under the Convertible Note) (a “Redemption Offset”). Upon any Redemption Offset, any accrued and unpaid Interest with respect to such portion of Principal being satisfied in such Redemption Offset shall be automatically cancelled as of the date of such Redemption Offset. Each Redemption Offset shall be effective upon the date the Company delivers notice to the Investor of the Company’s election to effect such Redemption Offset.

(c) Event of Default Offset. Notwithstanding anything herein to the contrary, Investor may, at any time on or after the occurrence of any Event of Default under the Convertible Note, but prior to the date of cure thereof, at its sole discretion, satisfy all, or any part, of any Principal (and related accrued and unpaid Interest hereunder) in full by the surrender and concurrent cancellation of such portion of the outstanding obligations under the Convertible Note equal to such portion of Principal being satisfied hereunder (each, an “Event of Default Offset”). Upon any Event of Default Offset, any accrued and unpaid Interest with respect to such portion of Principal being satisfied in such Event of Default Offset shall be automatically cancelled as of the date of such Event of Default Offset. Each Event of Default Offset shall be effective upon the date the Investor delivers notice to the Company of the Investor’s election to effect such Event of Default Offset.

(d) Automatic Set-off Upon any Bankruptcy Event of Default. Notwithstanding anything herein to the contrary, upon any Bankruptcy Event of Default under the Convertible Note, all Principal (and related accrued and unpaid Interest hereunder) shall be automatically satisfied in full by the deemed automatic surrender and concurrent cancellation of the outstanding obligations under the Convertible Note equal to such portion of Principal being satisfied hereunder (each, a “Bankruptcy Event of Default Offset”, and together with the Investor Optional Offset, and Event of Default Offset, the “Investor Offset Rights”). Upon any Bankruptcy Event of Default Offset, any accrued and unpaid Interest with respect to such portion of Principal being satisfied in such Bankruptcy Event of Default Offset shall be automatically cancelled as of the date of such Bankruptcy Event of Default Offset. Each Bankruptcy Event of Default Offset shall be effective upon the date of the earliest occurrence of a Bankruptcy Event (as defined in the Convertible Note) under the Convertible Note.

+ Details Name: us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedCollateralObligationToReturnSecurities Namespace Prefix: us-gaap_ Data Type: xbrli:monetaryItemType Balance Type: credit Period Type: instant X - DefinitionAmount, before effects of master netting arrangements, of derivative assets, securities purchased under agreements to resell and securities borrowed. Includes assets elected not to be offset. Excludes assets not subject to a master netting arrangement.