Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption 23 Section 2.12. Replacement Notes 24 Section 2.13. Registered Holders; Certain Rights with Respect to Global Notes 24 Section 2.14. Cancellation 25 Section 2.15. Notes Held by the Company or its Affiliates 25 Section 2.16. Temporary Notes 25 Section 2.17. Outstanding Notes 25 Section 2.18. Repurchases by the Company 26 Section 2.19. CUSIP and ISIN Numbers 26 Article 3. Covenants 26 Section 3.01. Payment on Notes 26 Section 3.02. Exchange Act Reports 27 Section 3.03. Compliance and Default Certificates 27 Section 3.04. Stay, Extension and Usury Laws 27 Section 3.05. Acquisition of Notes by the Company and its Affiliates 28 Section 3.06. Further Instruments and Acts 28 Section 3.07. Existence 28 Section 3.08. Appointments to Fill Vacancies in Trustee’s Office 28 Article 4. Repurchase and Redemption 28 Section 4.01. No Sinking Fund 28 Section 4.02. Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change 28 Section 4.03. Right of the Company to Redeem the Notes 33 Article 5. Conversion 36 Section 5.01. Right to Convert 36 Section 5.02. Conversion Procedures 40 Section 5.03. Settlement upon Conversion 41 Section 5.04. Reserve; Status of Common Stock Issued upon Conversion; compliance with securities laws 45 Section 5.05. Adjustments to the Conversion Rate 45 Section 5.06. Voluntary Adjustments 56 Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change 56 Section 5.08. Exchange in Lieu of Conversion 57 Section 5.09. Effect of Common Stock Change Event 58 Section 5.10. Responsibility of the Trustee 60 Article 6. Successors 61 Section 6.01. When the Company May Merge, Etc. 61 Section 6.02. Successor Entity Substituted 61 Section 6.03. When the Guarantor May Merge, Etc. 62 Section 6.04. Exclusion for Asset Transfers with Wholly Owned Subsidiaries 62 Article 7. Defaults and Remedies 62 Section 7.01. Events of Default 62 Section 7.02. Acceleration 64 Section 7.03. Sole Remedy for a Failure to Report 65 Section 7.04. Other Remedies 66 Section 7.05. Waiver of Past Defaults 66 Section 7.06. Control by Majority 66 Section 7.07. Limitation on Suits 67 Section 7.08. Absolute Right of Holders to Receive Payment and Conversion Consideration and to Institute Suit for the Enforcement of such Right 67 Section 7.09. Collection Suit by Trustee 68 Section 7.10. Trustee May File Proofs of Claim 68 Sec...
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 24 Section 2.12. Removal of Transfer Restrictions. 25 Section 2.13. Replacement Notes. 25 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 26 Section 2.15. Cancellation. 26 Section 2.16. Notes Held by the Company or its Affiliates. 26 Section 2.17. Temporary Notes. 26 Section 2.18. Outstanding Notes. 27 Section 2.19. Repurchases by the Company. 28 Section 2.20. CUSIP and ISIN Numbers. 28 Article 3. Covenants 28 Section 3.01. Payment on Notes. 28 Section 3.02. Exchange Act Reports. 28 Section 3.03. Rule 144A Information. 29 Section 3.04. Additional Interest. 29
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption 24 Section 2.12. Removal of Transfer Restrictions 25 Section 2.13. Replacement Notes 25 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes 26 Section 2.15. Cancellation 26 Section 2.16. Notes Held by the Company or its Affiliates 26 Section 2.17. Temporary Notes 26 Section 2.18. Outstanding Notes 27 Section 2.19. Repurchases by the Company 27 Section 2.20. CUSIP and ISIN Numbers 28 Article 3. Covenants 28 Section 3.01. Payment on Notes 28 Section 3.02. Exchange Act Reports 28 Section 3.03. Rule 144A Information 29 Section 3.04. Additional Interest 29 Section 3.05. Compliance and Default Certificates 30 Section 3.06. Stay, Extension and Usury Laws 30 Section 3.07. Corporate Existence 30 Section 3.08. Acquisition of Notes by the Company and its Affiliates 31 Section 3.09. Further Instruments and Acts 31
Exchange and Cancellation of Notes to Be Converted, Redeemed or Repurchased.
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption 23 Section 2.12. Removal of Transfer Restrictions 24 Section 2.13. Replacement Notes 25 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes 25 Section 2.15. Cancellation 25 Section 2.16. Notes Held by the Company or its Affiliates 26 Section 2.17. Temporary Notes 26 Section 2.18. Outstanding Notes 26 Section 2.19. Repurchases by the Company 27 Section 2.20. CUSIP and ISIN Numbers 27 Article 3. Covenants 27 Section 3.01. Payment on Notes 27 Section 3.02. Exchange Act Reports 28 Section 3.03. Rule 144A Information 28 Section 3.04. Additional Interest 28 Section 3.05. Compliance and Default Certificates 29 Section 3.06. Stay, Extension and Usury Laws 30 Section 3.07. Acquisition of Notes by the Company and its Affiliates 30 Article 4. Repurchase and Redemption 30 Section 4.01. No Sinking Fund 30 Section 4.02. Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change 30 Section 4.03. Right of the Company to Redeem the Notes 35
Exchange and Cancellation. On the date hereof, pursuant to Section 3(a)(9) of the Securities Act, the Holder hereby agrees to convey, assign and transfer the Note to the Company in exchange for which the Company agrees to issue the Convertible Note to the Holder and, upon delivery of the Convertible Note to the Holder, the parties shall consummate the Cancellation in accordance herewith.
(a) On the date hereof, in exchange for the Note, the Company shall deliver or cause to be delivered to the Holder (or its designee) the Convertible Note.
(b) The Convertible Note shall each be issued with the following securities act legend: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
(c) The Holder shall deliver or cause to be delivered to the Company (or its designee) the Note (or affidavit of lost warrants, in form provided upon request by the Company and reasonably acceptable to the Holder) as soon as commercially practicable following the date hereof (the “Delivery Date”). Immediately following the delivery of the Convertible Note to the Holder (or its designee), the Holder shall relinquish all rights, title and interest in the Note assign the same to the Company, and the Note shall be cancelled.
(d) The parties acknowledge and agree that the Convertible Note shall be issued to the Holder in exchange for the Note without the payment of any additional consideration.
(e) Notwithstanding anything herein to the contrary, on or after the date hereof, the Holder may, directly or indirectly, sell or transfer all, or any part, of the Convertible Note to any Person (an “Assignee”).
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption 24 Section 2.12. Removal of Transfer Restrictions 25 Section 2.13. Replacement Notes 26 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes 26 Section 2.15. Cancellation 26 Section 2.16. Notes Held by the Company or its Affiliates 26 Section 2.17. Temporary Notes 27 Section 2.18. Outstanding Notes 27 Section 2.19. Repurchases by the Company 28 Section 2.20. CUSIP and ISIN Numbers 28 Article 3. Covenants 28 Section 3.01. Payment on Notes 28 Section 3.02. Exchange Act Reports 28 Section 3.03. Rule 144A Information 29 Section 3.04. Additional Interest 29 Section 3.05. Compliance and Default Certificates 30 Section 3.06. Stay, Extension and Usury Laws 30 Section 3.07. Acquisition of Notes by the Company and its Affiliates 30 Article 4. Repurchase and Redemption 31 Section 4.01. No Sinking Fund 31
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 25 Section 2.12. Removal of Transfer Restrictions. 26 Section 2.13. Replacement Notes. 27 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 27
Exchange and Cancellation. Upon the terms and subject to the conditions set forth in this Agreement, the Warrantholders shall, severally and not jointly, surrender to the Company for cancellation the Warrantholders’ Series B Warrants and Series C Warrants in the amounts set forth opposite their respective names on Exhibit A hereto, and in exchange for such surrendered Series B Warrants and Series C Warrants, the Company shall cancel the surrendered Series B Warrants and Series C Warrants and issue to the Warrantholders: 26,728,369 warrants (the “Exchange Warrants”) to purchase an aggregate of 26,728,369 shares of Common Stock (the “Warrant Shares”) in the amounts set forth opposite their respective names on Exhibit A hereto, at a price per Warrant of $1.13 (the “Purchase Price”). The Exchange Warrants shall be comprised of two tranches as follows: (a) Series B/C Exchange Warrants (“Series B/C Exchange Warrants”) exercisable for an aggregate of 20,442,346 shares of Common Stock, with an exercise price equal to the Purchase Price and; (b) Series D Warrants (“Series D Warrants”) exercisable for an aggregate of 6,286,023 shares of Common Stock, with an exercise price equal to the Purchase Price. Upon delivery of a Warrantholder’s Series B Warrants and Series C Warrants to the Company, such Series B Warrants and Series C Warrants shall be cancelled and terminated and such Warrantholder shall have no further rights in such Series B Warrants or Series C Warrants.
Exchange and Cancellation. OF NOTES TO BE CONVERTED OR REPURCHASED PURSUANT TO A REPURCHASE UPON FUNDAMENTAL CHANGE OR REDEMPTION.
(A) Partial Conversions of Physical Notes and Partial Repurchases of Physical Notes Pursuant to a Repurchase Upon Fundamental Change or Redemption. If only a portion of a Physical Note of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, as soon as reasonably practicable after such Physical Note is surrendered for such conversion or repurchase, the Company will cause such Physical Note to be exchanged, pursuant and subject to Section 2.10(C), for (i) one or more Physical Notes that are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted or repurchased, as applicable, and deliver such Physical Note(s) to such Holder; and (ii) a Physical Note having a principal amount equal to the principal amount to be so converted or repurchased, as applicable, which Physical Note will be converted or repurchased, as applicable, pursuant to the terms of the Indenture; provided, however, that the Physical Note referred to in this clause (ii) need not be issued at any time after which such principal amount subject to such conversion or repurchase, as applicable, is deemed to cease to be outstanding pursuant to Section 2.17.
(B) Cancellation of Notes that Are Converted and Notes that Are
