Common use of Conditional Exercise or Exchange Clause in Contracts

Conditional Exercise or Exchange. If the Payees so elect, they may condition the conversion of this Debenture on a Sale of the Company or other transaction being undertaken by the Company and such conversion shall not be deemed to have occurred except concurrently with the Sale of the Company or such other transaction, except that, for purposes of determining whether such conversion is timely it shall be deemed to have occurred one day prior to a Sale of the Company or such other transactions. If any exercise of this Debenture is so conditioned, 7 8 then, subject to delivery of the items required by Section 4(d), the Payees shall deliver the certificates and other evidence of ownership of other securities or other property in such manner as the Payors shall direct as required in connection with the consummation of a Sale of the Company or such other transactions upon which the conversion is conditioned. At any time that the Payors shall give notice to the Payees that the proposed Sale of the Company or other transaction has been abandoned or the Company has withdrawn from participation in such transaction, the Payors shall return the items delivered pursuant to Section 4(d), and the Payees election to convert this Debenture shall be deemed rescinded.

Conditional Exercise or Exchange. If the Payees so elect, they may condition the conversion of this Debenture on a Sale of the Company or other transaction being undertaken by the Company and such conversion shall not be deemed to have occurred except concurrently with the Sale of the Company or such other transaction, except that, for purposes of determining whether such conversion is timely it shall be deemed to have occurred one day prior to a Sale of the Company or such other transactions. If any exercise of this Debenture is so conditioned, 7 8 then, subject to delivery of the items required by Section 4(d), the Payees shall deliver the certificates and other evidence of ownership of other securities or other property in such manner as the Payors shall direct as required in connection with the consummation of a Sale of the Company or such other transactions upon which the conversion is conditioned. At any time that the Payors shall give notice to the Payees that the proposed Sale of the Company or other transaction has been abandoned or the Company has withdrawn from participation in such transaction, the Payors shall return the items delivered pursuant to Section 4(d), and the Payees election to convert this Debenture shall be deemed rescinded.

Conditional Exercise or Exchange. If the Payees so elect, they may condition the conversion of this Debenture on a Sale of the Company or other transaction being undertaken by the Company and such conversion shall not be deemed to have occurred except concurrently with the Sale of the Company or such other transaction, except that, for purposes of determining whether such conversion is timely it shall be deemed to have occurred one day prior to a Sale of the Company or such other transactions. If any exercise of this Debenture is so conditioned, 7 8 then, subject to delivery of the items required by Section 4(d8.16(n), the Payees shall deliver the certificates and other evidence of ownership of other securities or other property in such manner as the Payors shall direct as required in connection with the consummation of a Sale of the Company or such other transactions upon which the conversion is conditioned. At any time that the Payors shall give notice to the Payees that the proposed Sale of the Company or other transaction has been abandoned or the Company has withdrawn from participation in such transaction, the Payors shall return the items delivered pursuant to Section 4(d8.16(n), and the Payees election to convert this Debenture shall be deemed rescinded.