Common use of Conversion Election Clause in Contracts

Conversion Election. Lenders may jointly elect at any time and from time to time after the 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 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 Ordinary Shares in accordance with this Section 2.2(e) shall not exceed $1,300,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative. Parent shall use its best efforts to deliver, or to cause its transfer agent to deliver, to each Designated Holder, no case later than the third (3rd) trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, (i) a copy of the register of members of Parent showing such Designated Holder as the holder of, and (ii) a certificate or book-entry statement 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, that in all events Parent shall, or shall cause its transfer agent to, make such deliveries to each Designated Holder no later than the fifth (5th) trading day following delivery of such Conversion Election Notice; provided, further, that Parent or its transfer agent may 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, and in such case such three (3) and five (5) trading day periods shall begin on the trading day immediately following the date on which the Designated Holders shall have delivered such documentation, reasonably satisfactory to 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 Each Purchaser, at its sole option, may jointly elect, in lieu of the receipt of PIK Amounts due on any Conversion Election Payment Date specified by such Purchaser, or in lieu of receiving cash payments up to the Conversion Portion of such amount of Delayed Draw Term Notes due and payable on the Delayed Draw Term Notes First Maturity Date, may elect to receive shares of Series K Preferred Stock (or, in the event that Series K Preferred Stock has been converted into Common Stock, shares of Common Stock based upon the conversion rate specified in the Certificate of Designations of the Borrower establishing the Series K Preferred Stock), with an aggregate liquidation preference of the Series K Preferred Stock so issued for each $1,000 of the Obligations elected to be so converted pursuant to a written notice delivered by such Purchaser to the Borrower (such election, a “Conversion Election”), to be equal to the purchase price paid for $1,000 in liquidation preference of the Series K Preferred Stock during the Series K Exception Period. Written notice of a Conversion Election with respect to any PIK Amount due on a Conversion Election Payment Date, must be delivered to Borrower not less than two (2) Business Days prior to such Conversion Election Payment Date, and with respect to any other Conversion Election, at any time during the period commencing on the last day of the Series K Exception Period through and from time to time after including the Third Amendment Effective Date and date that is not less than two (2) Business Days prior to the payment in full Delayed Draw Term Notes First Maturity Date. In connection with a Conversion Election, at the reasonable request of the Loans to convert any portion of Borrower, the principal amount of the Loans then outstanding (the “Conversion Amount”) into 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 Ordinary Shares in accordance with this Section 2.2(e) shall not exceed $1,300,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative. Parent shall use its best efforts to deliver, or to cause its transfer agent to deliver, to each Designated Holder, no case later than the third (3rd) trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, (i) a copy of the register of members of Parent showing such Designated Holder as the holder of, and (ii) a certificate or book-entry statement 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, that in all events Parent shall, or shall cause its transfer agent to, make such deliveries to each Designated Holder no later than the fifth (5th) trading day following delivery of Purchaser making such Conversion Election Notice; provided, further, shall make customary representations and warranties that Parent or its transfer agent may request, not later than are consistent with the first trading day following delivery representations and warranties made by purchasers of such Conversion Election Notice, that the Designated Holders provide any documentation reasonably required Series K Preferred Stock pursuant to facilitate settlement of the Conversion Shares, and in such case such three (3) and five (5) trading day periods shall begin on the trading day immediately following the date on which the Designated Holders shall have delivered such documentation, reasonably satisfactory to Parent or its transfer agent. Upon any conversion of any Conversion Amount securities purchase agreements entered 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 Borrower 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 Noticesuch purchasers.

Conversion Election. Lenders Each Purchaser, at its sole option, may jointly elect elect, in lieu of the receipt of PIK Amounts due on any Conversion Election Payment Date specified by such Purchaser, or in lieu of receiving cash payments up to the Conversion Portion of such amount of Delayed Draw Term Notes due and payable on the Delayed Draw Term Notes First Maturity Date, to receive shares of Series K Preferred Stock (or, in the event that Series K Preferred Stock has been converted into Common Stock, shares of Common Stock based upon the conversion rate specified in the Certificate of Designations of the Borrower establishing the Series K Preferred Stock), with an aggregate liquidation preference of the Series K Preferred Stock so issued for each $1,000 of the Obligations elected to be so converted pursuant to a written notice delivered by such Purchaser to the Borrower (such election, a “Conversion Election”), to be equal to the purchase price paid for $1,000 in liquidation preference of the Series K Preferred Stock during the Series K Exception Period. Written notice of a Conversion Election with respect to any PIK Amount due on a Conversion Election Payment Date, must be delivered to Borrower not less than two (2) Business Days prior to such Conversion Election Payment Date, and with respect to any other Conversion Election, at any time during the period commencing on the last day of the Series K Exception Period through and from time to time after including the Third Amendment Effective Date and date that is not less than two (2) Business Days prior to the payment in full Delayed Draw Term Notes First Maturity Date. In connection with a Conversion Election, at the reasonable request of the Loans to convert any portion of Borrower, the principal amount of the Loans then outstanding (the “Conversion Amount”) into 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 Ordinary Shares in accordance with this Section 2.2(e) shall not exceed $1,300,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative. Parent shall use its best efforts to deliver, or to cause its transfer agent to deliver, to each Designated Holder, no case later than the third (3rd) trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, (i) a copy of the register of members of Parent showing such Designated Holder as the holder of, and (ii) a certificate or book-entry statement 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, that in all events Parent shall, or shall cause its transfer agent to, make such deliveries to each Designated Holder no later than the fifth (5th) trading day following delivery of Purchaser making such Conversion Election Notice; provided, further, shall make customary representations and warranties that Parent or its transfer agent may request, not later than are consistent with the first trading day following delivery representations and warranties made by purchasers of such Conversion Election Notice, that the Designated Holders provide any documentation reasonably required Series K Preferred Stock pursuant to facilitate settlement of the Conversion Shares, and in such case such three (3) and five (5) trading day periods shall begin on the trading day immediately following the date on which the Designated Holders shall have delivered such documentation, reasonably satisfactory to Parent or its transfer agent. Upon any conversion of any Conversion Amount securities purchase agreements entered 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 Borrower 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 Noticesuch purchasers.

Conversion Election. Lenders may jointly elect at any time and from time to time after the Third Amendment Effective Closing 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 Ordinary Shares shares of Common Stock (“Conversion Shares”) at the applicable Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by according to the Administrative Agent Conversion Election Notice delivered to Borrower Representative, provided that the aggregate principal amount converted to Ordinary Shares in accordance with this Section 2.2(e) shall not exceed $1,300,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Xxxxxxxx Representative. Parent shall use its best efforts to deliver, or to cause its provided that if transfer agent for the Borrower’s Common Stock is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and provided that the applicable Designated Holder is eligible to deliverreceive Conversion Shares through DTC and the restrictive legend has been removed from such Conversion Shares in accordance with Section 2.2(g)(xi), credit such aggregate number of Conversion Shares to each Designated which the Holder shall be entitled to the Holder, no case later than ’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. On the third (3rd) trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, (i) a copy of Borrower Representative shall cause the register of members of Parent showing such transfer agent to credit to each Designated Holder as the holder of, and (ii) a certificate or book-entry statement representing, a number of Conversion Shares equal to (x) the Conversion Amount indicated in the applicable Conversion Election Notice divided by (y) applicable Conversion Price; provided, that in all events Parent shall, or shall cause its transfer agent to, make such deliveries Price (except to each Designated Holder no later than the fifth (5th) trading day following delivery of extent such Conversion Election Notice; providedShares shall be delivered on the Excess Share Delivery Date in accordance with Section 2.2(f)(iii)). If more than one Loan has been funded, furtherLenders shall be entitled to select, that Parent or its transfer agent may request, not later than by indicating in the first trading day following delivery of such Conversion Election Notice, that the Designated Holders provide any documentation reasonably required Notice which Loan Lenders elect to facilitate settlement convert. Upon delivery of the Conversion SharesShares in accordance with the foregoing, and in such case such three (3) and five (5) trading day periods shall begin on the trading day immediately following the date on which the Designated Holders shall have delivered such documentation, reasonably satisfactory to 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 principal specified in the applicable Conversion Election Notice. For the avoidance of doubt, no premium or penalty Notice shall apply to principal amounts converted pursuant to this Section 2.2(e) following delivery of the Prepayment Noticebe deemed satisfied in full.

Conversion Election. Lenders may jointly elect at any time and from time to time after the Third Amendment Effective Closing 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 Ordinary 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 Ordinary Common Shares in accordance with this Section 2.2(e) shall not exceed $1,300,0004,000,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative. Parent shall use its best efforts to deliverAs promptly as possible, or to cause its transfer agent to deliver, to each Designated Holder, but in no case later than the third seventh (3rd7th) trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, (i) a copy of the register of members of Parent showing such Borrower Representative shall deliver to each Designated Holder as the holder ofin certificated format, and (ii) a certificate or book-entry statement representingformat 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, that in all events Parent shall, or shall cause its transfer agent to, make such deliveries to each Designated Holder no later than provided the fifth (5th) trading day following delivery of such Conversion Election Notice; provided, further, that Parent Borrower Representative or its transfer agent may request, not later than the first trading day following delivery of such Conversion Election Notice, request that the Designated Holders provide any documentation reasonably required to facilitate settlement of the Conversion Shares, Shares and in such case such three the seven (3) and five (57) trading day periods period shall begin on the trading day immediately following the date on which after the Designated Holders shall have delivered such documentation, reasonably satisfactory deliver the required documentation to Parent 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.