Common use of Mechanism for Exchange Clause in Contracts

Mechanism for Exchange. Each exchange of principal or interest due under a Note pursuant to paragraphs 4.3, 6.1, 6.2 or 6.3 (each, an “Exchange Event”) will be deemed to have been effective on written notice of the related Exchange Event, whether or not the Note has been surrendered to the Borrower and the applicable amount of the Note will be deemed satisfied and all rights with respect to the amount of the Note deemed satisfied will cease and terminate, including, without limitation, the right to accrue and be paid interest on any applicable Note. The Lender agrees that on the exchange of the entire unpaid principal amount of any one of the Notes plus all accrued and unpaid interest thereon, the Lender will deliver the original Note or Notes to the Borrower. At the time any exchange has been effected, the Lender will credit the principal amount and interest of the Note that has been exchanged upon issuance to the Lender of the applicable number of shares of the Borrower’s Common Stock. The Borrower will deliver to the Lender or its designated custodian a certificate or certificates representing the number of shares of the Common Stock issuable by reason of such exchange in the name of the Lender or one of its Affiliates and in such denomination or denominations as the Lender may specify upon receipt (if required) of the original Note or Notes being exchanged. The issuance of the certificates in connection with the exchange of any portion of the principal amount of the Note to Common Stock of the Borrower will be made without charge to the Lender for any issuance tax or other cost incurred by the Borrower in connection with such exchange. Each exchange (other than an exchange under paragraph 4.3) will entitle the Lender to receive the number of shares of the Borrower’s Common Stock equal to the quotient of: (a) the amount of principal and interest to be exchanged; divided by (b) the Conversion Price or Adjusted Conversion Price then in effect, as applicable. Notwithstanding the foregoing sentence, no fractional shares will be issued in any exchange. If the Lender would be entitled to receive a fractional share, the Borrower will pay to the Lender cash equal to the product of: (y) the Conversion Price; and (z) the fraction of a share that would otherwise have been issued but for the prohibition on issuing fractional shares pursuant to this paragraph 6.4.

Mechanism for Exchange. Each Subject to compliance with paragraph 4.4, each exchange of principal or interest due under a the Convertible Note pursuant to paragraphs 4.3, 6.1, 6.1 or 6.2 or 6.3 (each, an “Exchange Event”) will be deemed to have been effective as of 5 p.m. pacific time on the business day on which written notice of the related Exchange EventEvent is delivered (or, if such notice is not provided on a business day, on the next business day following the delivery of such notice), whether or not the Convertible Note has been surrendered to the Borrower Company and the applicable amount of the Convertible Note will be deemed satisfied and all rights with respect to the amount of the Convertible Note deemed satisfied will cease and terminate, including, without limitation, the right to accrue and be paid interest on any applicable the Convertible Note. The Lender Purchaser agrees that on the exchange of the entire unpaid principal amount of any one of the Notes Convertible Note plus all accrued and unpaid interest thereon, the Lender such Purchaser will deliver the original Convertible Note or Notes to the BorrowerCompany. At the time any exchange has been effected, the Lender Purchaser will credit the principal amount and interest of the Convertible Note that has been exchanged upon issuance to the Lender such Purchaser of the applicable number of shares of the BorrowerCompany’s Common Stock. The Borrower Company will deliver to the Lender or its designated custodian Purchaser a certificate or certificates representing the number of shares of the Common Stock issuable by reason of such exchange in the name of the Lender Purchaser or one of its Affiliates and in such denomination or denominations as the Lender Purchaser may specify upon the Company’s receipt (if required) of the original Convertible Note or Notes being exchanged. The issuance of the certificates in connection with the exchange of any portion of the principal amount of the Convertible Note to Common Stock of the Borrower Company will be made without charge to the Lender Purchaser for any issuance tax or other cost incurred by the Borrower Company in connection with such exchange. Each exchange (other than an exchange under paragraph 4.3) will entitle the Lender Purchaser to receive the number of shares of the BorrowerCompany’s Common Stock equal to the quotient of: (a) the amount of principal and interest to be exchanged; divided by (b) the Conversion Price or Adjusted Conversion Price then in effect, as applicable. Notwithstanding the foregoing sentence, no fractional shares will be issued in any exchange. If the Lender Purchaser would be entitled to receive a fractional share, the Borrower Company will pay to the Lender Purchaser cash equal to the product of: (y) the Conversion Price; and (z) the fraction of a share that would otherwise have been issued but for the prohibition on issuing fractional shares pursuant to this paragraph 6.46.3. Notwithstanding the foregoing, if the Company reasonably determines that the consummation of an Exchange Event would require the parties to submit a Notification and Report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereby, or any similar legal requirement that may be imposed on Company, Purchaser or their respective Affiliates with respect to the transactions contemplated hereby, each of the parties hereto shall use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to submit any and all required notifications to the applicable governmental authorities and the effectiveness of the Exchange Event shall not be deemed to have occurred until such notifications are submitted.

Mechanism for Exchange. Each exchange of principal or interest due under a the Note pursuant to paragraphs 4.3, 6.1, 6.2 or 6.3 (each, an “Exchange Event”) will be deemed to have been effective on written notice of the related Exchange Event, whether or not the Note has been surrendered to the Borrower and the applicable amount of the Note will be deemed satisfied and all rights with respect to the amount of the Note deemed satisfied will cease and terminate, including, without limitation, the right to accrue and be paid interest on any applicable Note. The Lender agrees that on the exchange of the entire unpaid principal amount of any one of the Notes plus all accrued and unpaid interest thereon, the Lender will deliver the original Note or Notes to the Borrower. At the time any exchange has been effected, the Lender will credit the principal amount and interest of the Note that has been exchanged upon issuance to the Lender of the applicable number of shares of the Borrower’s Common Stock. The Borrower will deliver to the Lender or its designated custodian a certificate or certificates representing the number of shares of the Common Stock issuable by reason of such exchange in the name of the Lender or one of its Affiliates and in such denomination or denominations as the Lender may specify upon receipt (if required) of the original Note or Notes being exchanged. The issuance of the certificates in connection with the exchange of any portion of the principal amount of the Note to Common Stock of the Borrower will be made without charge to the Lender for any issuance tax or other cost incurred by the Borrower in connection with such exchange. Each exchange (other than an exchange under paragraph 4.3) will entitle the Lender to receive the number of shares of the Borrower’s Common Stock equal to the quotient of: (a) the amount of principal and interest to be exchanged; divided by (b) the Conversion Price or Adjusted Conversion Price then in effect, as applicable. Notwithstanding the foregoing sentence, no fractional shares will be issued in any exchange. If the Lender would be entitled to receive a fractional share, the Borrower will pay to the Lender cash equal to the product of: (y) the Conversion Price; and (z) the fraction of a share that would otherwise have been issued but for the prohibition on issuing fractional shares pursuant to this paragraph 6.4.