Common use of Mandatory Periodic Redemption Clause in Contracts

Mandatory Periodic Redemption. On each Periodic Redemption Date, the Company shall redeem the Periodic Redemption Amount (the “Periodic Redemption”). The Periodic Redemption Amount payable on each Periodic Redemption Date shall be paid in cash; provided, however, that, as to any Periodic Redemption and upon 20 Trading Days’ prior written irrevocable notice (the “Periodic Redemption Notice” and such 20 Trading Day period, the “Periodic Redemption Period”), in lieu of a cash redemption payment, the Company may elect to pay all or part of a Periodic Redemption Amount in Conversion Shares (the dollar amount to be paid in shares, the “Periodic Redemption Share Amount”) based on a conversion price equal to the Conversion Price; provided, further, that the Company may not pay the Periodic Redemption Amount in Conversion Shares unless (y) on each Trading Day during the period commencing on date of the Periodic Redemption Notice through to the date of the Periodic Redemption, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Periodic Redemption, prior to the 10th Trading Day prior to the Periodic Redemption Date (the “Periodic Redemption Conversion Pre-Delivery Date”), but not more than 5 Trading Days prior to the Periodic Redemption Conversion Pre-Delivery Date, the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Periodic Redemption Share Amount equal to the quotient of (x) the applicable Periodic Redemption Share Amount divided by (y) the Conversion Price (the “Pre-Periodic Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Periodic Redemption at any time prior to the date that the Periodic Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted from the delivery date of the applicable Periodic Redemption Notice until the date the Periodic Redemption Amount is paid in full shall be first applied to the principal amount subject to the Periodic Redemption Amount payable in cash and then to the Periodic Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the period beginning on the delivery date of the applicable Periodic Redemption Notice and ending on the date the Periodic Redemption Amount is paid in full in excess of the Periodic Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Periodic Redemption Amount, the Pre-Periodic Redemption Conversion Shares, if any were issued in connection with such Periodic Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Periodic Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Periodic Redemption Amount in shares of Common Stock, if a registration statement is then effective, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Mandatory Periodic Redemption. On each Periodic Redemption Date, the Company shall redeem the Periodic Redemption Amount (the “Periodic Redemption”). The Periodic Redemption Amount payable on each Periodic Redemption Date shall be paid in cash; provided, however, that, as to any Periodic Redemption and upon 20 Trading Days’ prior written irrevocable notice (the “Periodic Redemption Notice” and such 20 Trading Day period, the “Periodic Redemption Period”), in lieu of a cash redemption payment, the Company may elect to pay all or part of a Periodic Redemption Amount in Conversion Shares (the dollar amount to be paid in shares, the “Periodic Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 90% of the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 20 Trading Day period) (the price calculated during the 20 Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion Price” and such 20 Trading Day period, the “Monthly Conversion Period”); provided, further, that the Company may not pay the Periodic Redemption Amount in Conversion Shares unless (y) on each Trading Day during the period commencing on date of the Periodic Redemption Notice through to the date of the Periodic Redemption, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Periodic Redemption, prior to the 10th Trading Day prior to commencement of the Periodic Redemption Date Monthly Conversion Period (the “Periodic Redemption Conversion Pre-Delivery Date”), but not more than 5 Trading Days prior to the Periodic Redemption Conversion Pre-Delivery Date, the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Periodic Redemption Share Amount equal to the quotient of (x) the applicable Periodic Redemption Share Amount divided by (y) the lesser of (1) the Conversion Price and (2) 90% of the average of the VWAPs for the 20 consecutive Trading Days ending on the 2nd Trading Day that is immediately prior to the applicable Monthly Conversion Period (the “Pre-Periodic Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Periodic Redemption at any time prior to the date that the Periodic Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted from the delivery date of the applicable Periodic Redemption Notice until the date the Periodic Redemption Amount is paid in full shall be first applied to the principal amount subject to the Periodic Redemption Amount payable in cash and then to the Periodic Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the period beginning on the delivery date of the applicable Periodic Redemption Notice and ending on the date the Periodic Redemption Amount is paid in full in excess of the Periodic Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Periodic Redemption Amount, the Pre-Periodic Redemption Conversion Shares, if any were issued in connection with such Periodic Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Periodic Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Periodic Redemption Amount in shares of Common Stock, if a registration statement is then effective, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.

Mandatory Periodic Redemption. On each Periodic Redemption Date, the Company shall redeem the Periodic Redemption Amount (the “Periodic Redemption”). The Periodic Redemption Amount payable on each Periodic Redemption Date shall be paid in cash; provided, however, that, as to any Periodic Redemption and upon 20 Trading Days’ prior written irrevocable notice (the “Periodic Redemption Notice” and such 20 Trading Day period, the “Periodic Redemption Period”), in lieu of a cash redemption payment, the Company may elect to pay all or part of a Periodic Redemption Amount in Conversion Shares (the dollar amount to be paid in shares, the “Periodic Redemption Share Amount”) based on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 90% of the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Periodic Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar event affecting the Common Stock during such 20 Trading Day period) (the price calculated during the 20 Trading Day period immediately prior to the Periodic Redemption Date, the “Periodic Conversion Price” and such 20 Trading Day period, the “Periodic Conversion Period”); provided, further, that the Company may not pay the Periodic Redemption Amount in Conversion Shares unless (y) on each Trading Day during the period commencing on date of the Periodic Redemption Notice through to the date of the Periodic Redemption, the Equity Conditions have been satisfied, unless waived in writing by the Holder, and (z) as to such Periodic Redemption, prior to the 10th Trading Day prior to commencement of the Periodic Redemption Date Conversion Period (the “Periodic Redemption Conversion Pre-Delivery Date”), but not more than 5 Trading Days prior to the Periodic Redemption Conversion Pre-Delivery Date, the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against such Periodic Redemption Share Amount equal to the quotient of (x) the applicable Periodic Redemption Share Amount divided by (y) the lesser of (1) the Conversion Price and (2) 90% of the average of the VWAPs for the 20 consecutive Trading Days ending on the 2nd Trading Day that is immediately prior to the applicable Periodic Conversion Period (the “Pre-Periodic Redemption Conversion Shares”). The Holder may convert, pursuant to Section 4(a), any principal amount of this Debenture subject to a Periodic Redemption at any time prior to the date that the Periodic Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this Debenture converted from the delivery date of the applicable Periodic Redemption Notice until the date the Periodic Redemption Amount is paid in full shall be first applied to the principal amount subject to the Periodic Redemption Amount payable in cash and then to the Periodic Redemption Amount payable in Conversion Shares. Any principal amount of this Debenture converted during the period beginning on the delivery date of the applicable Periodic Redemption Notice and ending on the date the Periodic Redemption Amount is paid in full in excess of the Periodic Redemption Amount shall be applied against the last principal amount of this Debenture scheduled to be redeemed hereunder, in reverse time order from the Maturity Date; provided, however, if any such conversion is applied against such Periodic Redemption Amount, the Pre-Periodic Redemption Conversion Shares, if any were issued in connection with such Periodic Redemption or were not already applied to such conversions, shall be first applied against such conversion. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts are paid in full. The Company’s determination to pay a Periodic Redemption in cash, shares of Common Stock or a combination thereof shall be applied ratably to all of the holders of the then outstanding Debentures based on their (or their predecessor’s) initial purchases of Debentures pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Periodic Redemption Amount in shares of Common Stock, if a registration statement is then effective, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election.