Common use of Conversion Election Clause in Contracts

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date prior to the payment in full of the Loans to convert any portion of the principal amount of the Loans then outstanding (the “Conversion Amount”) into Common Shares (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower Representative, provided that the aggregate principal amount converted to Common Shares in accordance with this Section 2.2(e) shall not exceed $4,000,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative. As promptly as possible, but in no case later than the seventh (7th) trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall deliver to each Designated Holder in certificated format, book-entry format or such other format that applies to deliveries of shares of such status as reasonably determined by the Borrower Representative or its transfer agent, a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) Conversion Price; provided the Borrower Representative or its transfer agent may request that the Designated Holders provide any documentation required to facilitate settlement of the Conversion Shares and in such case the seven (7) trading day period shall begin after the Designated Holders deliver the required documentation to the Borrower Representative or its transfer agent. Upon any conversion of any Conversion Amount into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Lenders of the correct number of duly and validly issued, fully paid and non-assessable Conversion Shares, issued in the name of the Designated Holder as indicated in the applicable Conversion Election Notice. For the avoidance of doubt, no premium or penalty shall apply to principal amounts converted pursuant to this Section 2.2(e) following delivery of the Prepayment Notice.

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Date and prior to the payment repayment or prepayment in full of the First Tranche Part A Term Loans to convert any portion of the outstanding principal amount of the Loans First Tranche Part A Term Loan then outstanding (the “Conversion Amount”) into shares of Common Shares Stock (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower RepresentativeIssuer, provided that the aggregate principal amount converted to Common Shares Stock in accordance with this Section 2.2(e) shall not exceed $4,000,0005,000,000 (any such conversion, a “Lender Conversion”). A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower RepresentativeIssuer and subject to subsection (ii) below. As promptly as possible, but in no case later than On the seventh (7th) third trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative Issuer shall deliver credit to each Designated Holder in certificated format, book-entry format or such other format that applies to deliveries of shares of such status as reasonably determined by the Borrower Representative or its transfer agent, a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) Conversion Price, rounded down to the nearest whole share; provided that if transfer agent for Issuer’s Common Stock is participating in the Borrower Representative Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to receive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(e)(x), such credit of Conversion Shares shall be made to Designated Holder’s or its transfer agent may request that the Designated Holders provide any documentation required to facilitate settlement designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. The issuance of the Conversion Shares and in such case the seven (7) trading day period shall begin after the Designated Holders deliver the required documentation to the Borrower Representative or its transfer agent. Upon any conversion of any Conversion Amount into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Lenders in accordance with this Section 2.2(e)(i) will constitute a satisfaction in full of the correct number of duly and validly issued, fully paid and non-assessable Conversion Shares, issued in Amount by the name of the Designated Holder as indicated in the applicable Conversion Election NoticeIssuer. For the avoidance of doubt, except for fees accruing in respect of Loans advanced as set forth in paragraph 2 of the Fee Letter, no premium premium, penalty or penalty Prepayment Fee (as defined in the Fee Letter) shall apply to the principal amounts of the Loans converted into shares of Common Stock pursuant to this Section 2.2(e) following delivery of the Prepayment Notice).

Conversion Election. Lenders may jointly elect at any time and from time to time after the Closing Third Amendment Effective Date and prior to the payment in full of the Loans to convert any portion of the principal amount of the Loans then outstanding (the “Conversion Amount”) into Common Ordinary Shares (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower Representative, provided that the aggregate principal amount converted to Common Ordinary Shares in accordance with this Section 2.2(e) shall not exceed $4,000,0001,300,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative. As promptly as possibleParent shall use its best efforts to deliver, but in or to cause its transfer agent to deliver, to each Designated Holder, no case later than the seventh third (7th3rd) trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall deliver to each (i) a copy of the register of members of Parent showing such Designated Holder in certificated formatas the holder of, and (ii) a certificate or book-entry format or such other format that applies to deliveries of shares of such status as reasonably determined by the Borrower Representative or its transfer agentstatement representing, a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) Conversion Price; provided provided, that in all events Parent shall, or shall cause its transfer agent to, make such deliveries to each Designated Holder no later than the Borrower Representative fifth (5th) trading day following delivery of such Conversion Election Notice; provided, further, that Parent or its transfer agent may request request, not later than the first trading day following delivery of such Conversion Election Notice, that the Designated Holders provide any documentation reasonably required to facilitate settlement of the Conversion Shares Shares, and in such case the seven such three (73) and five (5) trading day period periods shall begin after on the trading day immediately following the date on which the Designated Holders deliver the required documentation shall have delivered such documentation, reasonably satisfactory to the Borrower Representative Parent or its transfer agent. Upon any conversion of any Conversion Amount into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Lenders of the correct number of duly and validly issued, fully paid and non-assessable Conversion Shares, issued in the name of the Designated Holder as indicated in the applicable Conversion Election Notice. For the avoidance of doubt, no premium or penalty shall apply to principal amounts converted pursuant to this Section 2.2(e) following delivery of the Prepayment Notice.

Conversion Election. Lenders may jointly elect at (i) The Company shall provide to the registered holder and the Warrant Agent prompt written notice of any time and from time that the Company is unable to time issue the Warrant Shares via Depository transfer (or otherwise without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). (ii) To the extent that a Restrictive Legend Event occurs after the Closing Date registered holder has exercised a Warrant in accordance with Section 3.3 but prior to the payment in full delivery of the Loans to convert any portion Warrant Shares, the Company shall (A) if the Fair Market Value (as calculated below) of the principal amount Warrant Shares is greater than the Exercise Price, provide written notice to the registered holder that the Company will deliver that number of Warrant Shares to the registered holder as should be delivered in a Cashless Exercise in accordance with Section 3.3.9 below, and return to the registered holder all consideration paid to the Company in connection with the registered holder’s attempted exercise of a Warrant (a “Company-Elected Conversion”), or (B) at the election of the Loans then outstanding registered holder to be given within five (5) days of receipt of notice of a Company-Elected Conversion, the registered holder shall be entitled to rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such rescission. (iii) If a Restrictive Legend Event has occurred and is ongoing at the time the registered holder exercises a Warrant in accordance with Section 3.3, the registered holder may elect, assuming the Fair Market Value (as calculated below) of the Warrant Shares is greater than the Exercise Price, to effect a Cashless Exercise in accordance with Section 3.3.9 below. (iv) If a Restrictive Legend Event has occurred and no exemption from the registration requirements is available (including, without limitation, under Section 3(a)(9) of the Act by virtue of a Cashless Exercise), the Warrant shall not be exercisable. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the registered holder in lieu of issuance of the Warrant Shares. The Company shall give prompt written notice to the registered holder of any cessation of a Restrictive Legend Event (the “Conversion AmountRe-Effectiveness Notice”). Notwithstanding anything to the contrary contained herein, the Expiration Date of the Warrant shall be extended for a period of five (5) into Common Shares (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders days following receipt by the Administrative Agent to Borrower Representative, provided that the aggregate principal amount converted to Common Shares in accordance with this Section 2.2(e) shall not exceed $4,000,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative. As promptly as possible, but in no case later than the seventh (7th) trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall deliver to each Designated Holder in certificated format, book-entry format or such other format that applies to deliveries of shares of such status as reasonably determined by the Borrower Representative or its transfer agent, a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) Conversion Price; provided the Borrower Representative or its transfer agent may request that the Designated Holders provide any documentation required to facilitate settlement registered holder of the Conversion Shares and in such case the seven (7) trading day period shall begin after the Designated Holders deliver the required documentation to the Borrower Representative or its transfer agent. Upon any conversion of any Conversion Amount into Conversion Shares, such Conversion Amount will be deemed to have been repaid by the Borrowers upon irrevocable delivery to the Lenders of the correct number of duly and validly issued, fully paid and nonRe-assessable Conversion Shares, issued in the name of the Designated Holder as indicated in the applicable Conversion Election Notice. For the avoidance of doubt, no premium or penalty shall apply to principal amounts converted pursuant to this Section 2.2(e) following delivery of the Prepayment Effectiveness Notice.