Common use of Blocker Notice; Designated Specified Amounts Clause in Contracts

Blocker Notice; Designated Specified Amounts. Notwithstanding anything to the contrary in this Note, at any time any shares of Common Stock deliverable to the Holder hereunder would result in a violation of Section 3(d)(i) above, the Holder shall deliver (or, if the Holder fails to deliver a written notice, shall nevertheless be deemed to have delivered, as applicable) to the Company a written notice (which may be an e-mail) (a “Blocker Notice”) either (I) with respect to such Installment Conversion that the Company has notified the Holder it has elected to effect, at least two (2) Business Days prior to the applicable Current Installment Date, or (II) with respect to any Interest Shares the Company has notified the Holder it has elected to issue, at least two (2) Business Days prior to the applicable Interest Date (A) stating that such Installment Conversion or issuance of Interest Shares, as applicable, would result in a violation of Section 3(d)(i) above in the absence of the proviso at the end of the first sentence of such section, and (B) specifying the portion of (x) the applicable Installment Amount with respect to which such Installment Conversion would result in, or (y) the applicable Interest Shares to the extent that the issuance thereof would result in, a violation of Section 3(d)(i) if such Installment Conversion or Interest Share issuance were effected (such amount so specified is referred to herein as the “Designated Specified Amount”), the Installment Amount of the Holder for such Current Installment Date or the Interest for such Interest Date, as the case may be, shall be automatically reduced by such Designated Specified Amount (and the Holder shall not be entitled to beneficial ownership of such shares of Common Stock issuable with respect to such Designated Specified Amount), and the Holder shall be deemed to have been issued a right hereunder (in full satisfaction of the amount by which the Installment Amount or Interest was so reduced) to convert, subject to the limitations on conversion set forth in Section 3(d)(i) hereunder, all, or any part, of such Designated Specified Amount into Common Stock (each, a “Withdrawn Designated Specified Amount”) at the Installment Conversion Price or Interest Conversion Price, as applicable, in effect for such Current Installment Date or Interest Date (such price, the “Measurement Price”), by delivery of one or more written notices to the Company (each, a “Withdrawal Notice” and each date of receipt by the Company of a Withdrawal Notice, each a “Withdrawal Notice Date”) solely to the extent the Common Stock issuable to the Holder of such Withdrawn Designated Specified Amount set forth in such Withdrawal Notice at each such applicable Withdrawal Notice Date would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage. Upon receipt of any Withdrawal Notice, (A) the Company shall convert the applicable Withdrawn Designated Specified Amount specified in such Withdrawal Notice into Common Stock in accordance with the conversion procedures set forth in Section 3 hereunder, mutatis mutandis (with “Measurement Price” replacing “Conversion Price”, “Withdrawal Notice” replacing “Conversion Notice” and “Withdrawal Notice Date” replacing “Conversion Date” for all purposes hereunder with respect to such conversion), and (B) the applicable Designated Specified Amount shall be decreased by the applicable Withdrawn Designated Specified Amount. Until converted in accordance herewith, the Designated Specified Amount shall remain outstanding hereunder and shall be entitled to all rights and remedies hereunder (except that such Designated Specified Amount shall not accrue interest hereunder (other than Late Charges, if any)).

Blocker Notice; Designated Specified Amounts. Notwithstanding anything the foregoing, if (i) the Company has elected to effect an Company Conversion pursuant to this Section 8 with respect to the contrary applicable Installment Date, (ii) the Company is permitted pursuant to this Section 8 to effect such Company Conversion on such Installment Date if not for the Equity Condition set forth in this Note, at any time any shares clause (iv) of Common Stock deliverable such definition and (iii) prior to such Installment Date the Holder has delivered (via facsimile or otherwise) to the Holder hereunder Company a written notice (a “Blocker Notice”) (A) stating that such Company Conversion would result in a violation of Section 3(d)(i) above, and (B) specifying the Holder shall deliver (or, if portion of the Holder fails to deliver a written notice, shall nevertheless be deemed to have delivered, as applicable) to the Company a written notice (which may be an e-mail) (a “Blocker Notice”) either (I) applicable Installment Amount with respect to which such Installment Company Conversion that the Company has notified the Holder it has elected to effect, at least two (2) Business Days prior to the applicable Current Installment Date, or (II) with respect to any Interest Shares the Company has notified the Holder it has elected to issue, at least two (2) Business Days prior to the applicable Interest Date (A) stating that such Installment Conversion or issuance of Interest Shares, as applicable, would result in a violation of Section 3(d)(i) above in the absence of the proviso at the end of the first sentence of such section, and (B) specifying the portion of (x) the applicable Installment Amount with respect to which such Installment Conversion would result in, or (y) the applicable Interest Shares to the extent that the issuance thereof would result in, a violation of Section 3(d)(i) if such Installment Company Conversion or Interest Share issuance were effected (such amount so specified is referred to herein as the “Designated Specified Amount”), at the Installment Amount option of the Holder, the Holder for such Current Installment Date or the Interest for such Interest Date, as the case may be, shall be automatically reduced by elect to either (x) defer such Designated Specified Amount to a future Installment Date pursuant to Section 8(d) or (and y) require the Holder shall not be entitled Company to beneficial ownership of such hold the shares of Common Stock issuable with respect to such Designated Specified Amount), and the Holder shall be deemed to have been issued a right hereunder (in full satisfaction of the amount by which the Installment Amount or Interest was so reduced) to convert, subject to the limitations on conversion set forth in Section 3(d)(i) hereunder, all, or any part, of such Designated Specified Amount into Common Stock (each, a “Withdrawn Designated Specified Amount”) at the Installment Conversion Price or Interest Conversion Price, as applicable, in effect for such Current Installment Date or Interest Date (such price, the “Measurement Price”), by delivery of one or more written notices to the Company (each, a “Withdrawal Notice” and each date of receipt by the Company of a Withdrawal Notice, each a “Withdrawal Notice Date”) solely to the extent the Common Stock issuable to the Holder pursuant to such Company Conversion of such Withdrawn the Designated Specified Amount set forth in abeyance for the Holder until such Withdrawal Notice at each such applicable Withdrawal Notice Date time or times as its right thereto would not result in the Holder and the its other Attribution Parties exceeding the Maximum Percentage. Upon receipt of any Withdrawal Notice, (A) at which time or times the Company shall convert the applicable Withdrawn Designated Specified Amount specified in such Withdrawal Notice into Common Stock in accordance with the conversion procedures set forth in Section 3 hereunder, mutatis mutandis (with “Measurement Price” replacing “Conversion Price”, “Withdrawal Notice” replacing “Conversion Notice” and “Withdrawal Notice Date” replacing “Conversion Date” for all purposes hereunder with respect to such conversion), and (B) the applicable Designated Specified Amount Holder shall be decreased by delivered such shares to the applicable Withdrawn Designated Specified Amount. Until converted in accordance herewith, the Designated Specified Amount shall remain outstanding hereunder and shall be entitled to all rights and remedies hereunder (except that extent as if there had been no such Designated Specified Amount shall not accrue interest hereunder (other than Late Charges, if any))limitation.