Common use of Conditions to Rollover Clause in Contracts

Conditions to Rollover. (a) The obligation of each party to consummate the Rollover Transactions shall be subject to there having been no enactment, issuance, promulgation, enforcement or entering into of any Law by a Governmental Entity that effects or has the effect of making any of the Rollover Transactions illegal or otherwise restraining or prohibiting such transactions. (b) The obligation of the Purchasers to consummate the Rollover Transactions shall be subject to the following conditions: (i) no change (or any condition, event or development involving a prospective change) shall have occurred or be threatened that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) no Default shall have occurred and be continuing under this Note, no Default (as defined in the 7.5% Note) shall have occurred and be continuing under the 7.5% Note and no Default (as defined in the 15% Note) shall have occurred and be continuing under the 15% Note; (iii) concurrently with the consummation of the Rollover Transactions, the principal amount of this Note (plus all accrued and unpaid interest on this Note), the 7.5% Note (plus all accrued and unpaid interest on the 7.5% Note) and 15% Note (plus all accrued and unpaid interest on the 15% Note) shall have been repaid in full; (iv) the Company shall have delivered to the Purchasers any document, instrument or certificate required to be delivered by the Company pursuant to the Rollover Transaction Documents; and (v) each Purchaser shall have received such other instruments and documents reasonably requested by such 17 Purchaser. (c) The obligation of the Company to consummate the Rollover Transactions shall be subject to the delivery by each Purchaser to the Company of any document, instrument or certificate required to be delivered by such Purchaser pursuant to the Rollover Transaction Documents.

Conditions to Rollover. (a) The obligation of each party to consummate the Rollover Transactions shall be subject to there having been no enactment, issuance, promulgation, enforcement or entering into of any Law by a Governmental Entity that effects or has the effect of making any of the Rollover Transactions illegal or otherwise restraining or prohibiting such transactions. (b) The obligation of the Purchasers to consummate the Rollover Transactions shall be subject to the following conditions: (i) no change (or any condition, event or development involving a prospective change) shall have occurred or be threatened that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) no Default shall have occurred and be continuing under this Note, no Default (as defined in the 7.5% Note) shall have occurred and be continuing under the 7.5% Note and no Default (as defined in the 15% Note) shall have occurred and be continuing under the 15% Note; (iii) concurrently with the consummation of the Rollover Transactions, the principal amount of this Note (plus all accrued and unpaid interest on this Note), the 7.5% Note (plus all accrued and unpaid interest on the 7.5% Note) and 15% Note (plus all accrued and unpaid interest on the 15% Note) shall have been repaid in full; (iv) the Company shall have delivered to the Purchasers any document, instrument or certificate required to be delivered by the Company pursuant to the Rollover Transaction Documents; and (v) each Purchaser shall have received such other instruments and documents reasonably requested by such 17 Purchaser. (c) The obligation of the Company to consummate the Rollover Transactions shall be subject to the delivery by each Purchaser to the Company of any document, instrument or certificate required to be delivered by such Purchaser pursuant to the Rollover Transaction Documents.

Conditions to Rollover. (a) The obligation of each party to consummate the Rollover Transactions shall be subject to there having been no enactment, issuance, promulgation, enforcement or entering into of any Law by a Governmental Entity that effects or has the effect of making any of the Rollover Transactions illegal or otherwise restraining or prohibiting such transactions. (b) The obligation of the Purchasers to consummate the Rollover Transactions shall be subject to the following conditions: (i) no change (or any condition, event or development involving a prospective change) shall have occurred or be threatened that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) no Default shall have occurred and be continuing under this Note, no Default (as defined in the 7.5% Note) shall have occurred and be continuing under the 7.5% Note and no Default (as defined in the 15% Note) shall have occurred and be continuing under the 15% Notecontinuing; (iii) concurrently with the consummation of the Rollover Transactions, the principal amount of this Note (Note, plus all accrued and unpaid interest on this Note), the 7.5% Note (plus all accrued and unpaid interest on the 7.5% Note) and 15% Note (plus all accrued and unpaid interest on the 15% Note) shall have been repaid in full; (iv) the final forms of the Convertible Note Purchase Agreement, the Rollover Warrant, the Rollover Registration Rights Agreement and the Convertible Note Security Agreement shall be satisfactory to the Purchasers in their sole discretion; (v) the Company shall have delivered to the Purchasers any document, instrument or certificate required to be delivered by the Company pursuant to the Rollover Transaction Documents; and (vvi) each Purchaser shall have received such other instruments and documents reasonably requested by such 17 Purchaser. (c) The obligation of the Company to consummate the 17 Rollover Transactions shall be subject to the delivery by each Purchaser to the Company of any document, instrument or certificate required to be delivered by such Purchaser pursuant to the Rollover Transaction Documents.

Conditions to Rollover. (a) The obligation of each party to consummate the Rollover Transactions shall be subject to there having been no enactment, issuance, promulgation, enforcement or entering into of any Law by a Governmental Entity that effects or has the effect of making any of the Rollover Transactions illegal or otherwise restraining or prohibiting such transactions. (b) The obligation of the Purchasers to consummate the Rollover Transactions shall be subject to the following conditions: (i) no change (or any condition, event or development involving a prospective change) shall have occurred or be threatened that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) no Default shall have occurred and be continuing under this Note, Note and no Default (as defined in the 7.5% Secured Note) shall have occurred and be continuing under the 7.5% Note and no Default (as defined in the 15% Note) shall have occurred and be continuing under the 15% Secured Note; (iii) concurrently with the consummation of the Rollover Transactions, the principal amount of this Note (plus all accrued and unpaid interest on this Note), ) and the 7.5% Secured Note (plus all accrued and unpaid interest on the 7.5% Note) and 15% Note (plus all accrued and unpaid interest on the 15% Secured Note) shall have been repaid in full; (iv) the Company shall have delivered to the Purchasers any document, instrument or certificate required to be delivered by the Company pursuant to the Rollover Transaction Documents; 17 and (v) each Purchaser shall have received such other instruments and documents reasonably requested by such 17 Purchaser. (c) The obligation of the Company to consummate the Rollover Transactions shall be subject to the delivery by each Purchaser to the Company of any document, instrument or certificate required to be delivered by such Purchaser pursuant to the Rollover Transaction Documents.

Conditions to Rollover. (a) The obligation of each party to consummate the Rollover Transactions shall be subject to there having been no enactment, issuance, promulgation, enforcement or entering into of any Law by a Governmental Entity that effects or has the effect of making any of the Rollover Transactions illegal or otherwise restraining or prohibiting such transactions. (b) The obligation of the Purchasers to consummate the Rollover Transactions shall be subject to the following conditions: (i) no change (or any condition, event or development involving a prospective change) shall have occurred or be threatened that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) no Default shall have occurred and be continuing under this Note, no Default (as defined in the 7.5% Note) shall have occurred and be continuing under the 7.5% Note and no Default (as defined in the 15% Note) shall have occurred and be continuing under the 15% Notecontinuing; (iii) concurrently with the consummation of the Rollover Transactions, the principal amount of this Note (Note, plus all accrued and unpaid interest on this Note), the 7.5% Note (plus all accrued and unpaid interest on the 7.5% Note) and 15% Note (plus all accrued and unpaid interest on the 15% Note) shall have been repaid in full; (iv) the final forms of the Convertible Note Purchase Agreement, the Rollover Warrant, the Rollover Registration Rights Agreement and the Convertible Note Security Agreement shall be satisfactory to the Purchasers in their sole discretion; (v) the Company shall have delivered to the Purchasers any document, instrument or certificate required to be delivered by the Company pursuant to the Rollover Transaction Documents; and (vvi) each Purchaser shall have received such other instruments and documents reasonably requested by such 17 Purchaser. (c) The obligation of the Company to consummate the Rollover Transactions shall be subject to the delivery by each Purchaser to the Company of any document, instrument or certificate required to be delivered by such Purchaser pursuant to the Rollover Transaction Documents.

Conditions to Rollover. (a) The obligation of each party to consummate the Rollover Transactions shall be subject to there having been no enactment, issuance, promulgation, enforcement or entering into of any Law by a Governmental Entity that effects or has the effect of making any of the Rollover Transactions illegal or otherwise restraining or prohibiting such transactions. (b) The obligation of the Purchasers to consummate the Rollover Transactions shall be subject to the following conditions: (i) no change (or any condition, event or development involving a prospective change) shall have occurred or be threatened that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) no Default shall have occurred and be continuing under this Note, Note and no Default (as defined in the 7.5% Secured Note) shall have occurred and be continuing under the 7.5% Note and no Default (as defined in the 15% Note) shall have occurred and be continuing under the 15% Secured Note; (iii) concurrently with the consummation of the Rollover Transactions, the principal amount of this Note (plus all accrued and unpaid interest on this Note), ) and the 7.5% Secured Note (plus all accrued and unpaid interest on the 7.5% Note) and 15% Note (plus all accrued and unpaid interest on the 15% Secured Note) shall have been repaid in full; (iv) the Company shall have delivered to the Purchasers any document, instrument or certificate required to be delivered by the Company pursuant to the Rollover Transaction Documents; and (v) each Purchaser shall have received such other instruments and documents reasonably requested by such 17 Purchaser. (c) The obligation of the Company to consummate the Rollover Transactions shall be subject to the delivery by each Purchaser to the Company of any document, instrument or certificate required to be delivered by such Purchaser pursuant to the Rollover Transaction Documents.