Additional Redemption Conditions Clause Samples

Additional Redemption Conditions. (a) Notwithstanding anything to the contrary contained herein, without the prior written consent of the Administrative Determination Holder(s), the Company shall not deliver an Optional Redemption Notice, and the Company shall not affect any Optional Redemption, (i) unless the Company Stockholder Approval has been obtained, (ii) at any time that the Common Stock is not listed on any Eligible Market, (iii) unless all material nonpublic information regarding the Company provided to the Holders (or any of their respective Affiliates or representatives or agents) (including any material nonpublic information that may be included in, or reflected by, the Optional Redemption Notice), has been publicly disclosed in a report filed pursuant to the Exchange Act, has been otherwise publicly disclosed in a manner calculated to reach the securities marketplace through one of the Company’s recognized channels of distribution or otherwise ceased to be material nonpublic information, (iv) unless all shares of Common Stock, including Additional Conversion Shares, issuable pursuant to conversions of the Notes during the Pending Redemption Period, will constitute Freely Tradeable Shares upon the issuance thereof, (v) unless all shares of Common Stock issuable upon exercise of, or otherwise pursuant to, any Warrants issued or issuable pursuant to Section 2.14 (without regard to any limitations on the exercise therein, and assuming the exercise thereof for cash) will constitute Freely Tradeable Shares upon the issuance thereof, or (vi) if the Transfer Agent for the Common Stock is not participating in DTC’s Fast Automated Securities Transfer Program (collectively, the “Additional Redemption Conditions”). If any of the Additional Redemption Conditions (or, if applicable, any of the Additional Warrantless Redemption Conditions) is not satisfied at any time following the delivery of an Optional Redemption Notice and prior to the Optional Redemption Date in respect of Optional Redemption, the Company shall immediately notify the Trustee, the Paying Agent and each Holder of Notes of such failure and (regardless of whether the Company shall have notified the Trustee, the Paying Agent and each Holder of Notes of such failure), by written notice delivered by the Administrative Determination Holder(s) to the Company at any time prior to the Optional Redemption Date, the Deerfield Holders or the Required Holders, as applicable, may elect to terminate the Pending Redemption Period, where...