Conversion Procedure; Settlement Method Clause Samples

Conversion Procedure; Settlement Method. (a) Each Note shall be convertible at the office of the Conversion Agent. (b) Before any Holder of a Note shall be entitled to convert a Note as set forth in this Article 17, such Holder shall: (i) in the case of a Global Note, (1) comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 17.02(h) and (2) if required, pay all transfer or similar Taxes, if any, as set forth in Section 17.02(f); and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) with respect to any Permitted Holder, complete, manually sign and deliver the warrant election form attached as Exhibit A to the Note Purchase Agreement (failure to deliver such election shall be deemed to constitute an election to receive shares of Common Stock), (3) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (4) if required, pay all transfer or similar Taxes, if any, as set forth in Section 17.02(f) and (5) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 17.02(h). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 17 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 18.03. If a Holder submits its Notes for required repurchase upon a Fundamental Change, the Holder’s right to withdraw the Fundamental Change Repurchase Notice and convert the Notes that are subject to repurchase will terminate...