Common use of Payment of Fundamental Change Repurchase Price Clause in Contracts

Payment of Fundamental Change Repurchase Price. i. On or prior to 10:00 a.m., New York time, one Business Day prior to the Fundamental Change Repurchase Date, the Issuer shall set aside, segregate and hold in trust for the benefit of the Holder an amount of money sufficient to repurchase the applicable portion of this Note to be repurchased at the appropriate Fundamental Change Repurchase Price. Payment for the applicable portion of this Note surrendered for repurchase (and not withdrawn in accordance with Section 9(f) will be made on the later of (i) the Fundamental Change Repurchase Date, provided the Holder has satisfied the conditions in this Section 9 and (ii) the time of delivery of the applicable portion of this Note by the Holder to the Issuer in the manner required by Section 9(c), by mailing checks for the amount payable to the Holder. ii. If by 10:00 a.m., New York time, one Business Day prior to the Fundamental Change Repurchase Date, the Issuer holds money sufficient to make payment on the applicable portion of this Note to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the applicable portion of this Note that has been properly surrendered for repurchase and not validly withdrawn in accordance with this Section 9, on such Fundamental Change Repurchase Date, (i) such portion of this Note will cease to be outstanding, (ii) interest will cease to accrue on such portion of this Note and (iii) in the event the entire outstanding amount of this Note is surrendered by the Holder to be repurchased, this Note will be deemed to have been paid and all other rights of the Holder will terminate (other than the right to receive the Fundamental Change Repurchase Price). iii. Upon the surrender of this Note that is to be repurchased in part pursuant to this Section 9, the Issuer shall execute and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the portion of this Note that is outstanding and not repurchased.

Payment of Fundamental Change Repurchase Price. i. (a) On or prior to 10:00 a.m., New York London time, on one Business Day prior to the Fundamental Change Repurchase Date, the Issuer Company shall set aside, segregate and hold in trust for the benefit of the Holder an amount of money sufficient to repurchase the applicable portion of this the Note to be repurchased at the appropriate Fundamental Change Repurchase Price. Payment for the applicable portion of this the Note surrendered for repurchase (and not withdrawn in accordance with Section 9(f5.5) will be made on the later of (i) the Fundamental Change Repurchase Date, Date (provided the Holder has satisfied the conditions in this Section 9 Article 5) and (ii) the time of delivery of the applicable portion of this the Note by the Holder to the Issuer Company in the manner required by Section 9(c)5.2, by mailing checks for the amount payable to the Holder. ii. (b) If by 10:00 a.m., New York London time, on one Business Day prior to the Fundamental Change Repurchase Date, the Issuer Company holds money sufficient to make payment on the applicable portion of this the Note to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the applicable portion of this the Note that has been properly surrendered for repurchase and not validly withdrawn in accordance with this Section 9withdrawn, on such Fundamental Change Repurchase Date, (i) such portion of this the Note will cease to be outstanding, (ii) interest will cease to accrue on such portion of this the Note and (iii) in the event the entire outstanding amount of this the Note is surrendered by the Holder to be repurchased, this Note will be deemed to have been paid and all other rights of the Holder will terminate (other than the right to receive the Fundamental Change Repurchase Price). iii. (c) Upon the surrender of this the Note that is to be repurchased in part pursuant to this Section 9Article 5, the Issuer Company shall execute and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of this Note that is outstanding and not repurchasedthe Note.

Payment of Fundamental Change Repurchase Price. i. (a) On or prior to 10:00 a.m., New York time, on one Business Day prior to the relevant Fundamental Change Repurchase Date, the Issuer Company shall set aside, segregate and hold in trust for the benefit of the Holder an amount of money sufficient to repurchase the applicable portion of this the Note to be repurchased at the appropriate Fundamental Change Repurchase Price. Payment for the applicable portion of this the Note surrendered for repurchase (and not withdrawn in accordance with Section 9(f5.5) will be made in accordance with Section 2.2 on the later of (i) the such Fundamental Change Repurchase Date, provided the Holder has satisfied the conditions in this Section 9 Article 5; and (ii) the time of delivery of the applicable portion of this the Note by the Holder to the Issuer Company in the manner required by Section 9(c), by mailing checks for the amount payable to the Holder5.2. ii. (b) If by 10:00 a.m., New York time, on one Business Day prior to the relevant Fundamental Change Repurchase Date, the Issuer Company holds money sufficient to make payment on the applicable portion of this the Note to be repurchased on such Fundamental Change Repurchase Datedate, then, with respect to the applicable portion of this the Note that has been properly surrendered for repurchase and not validly withdrawn in accordance with this Section 95.5, on such Fundamental Change Repurchase Date, (i) such portion of this the Note will cease to be outstanding, (ii) interest will cease to accrue on such portion of this the Note and (iii) in the event the entire outstanding amount of this the Note is surrendered by the Holder to be repurchased, this Note will be deemed to have been paid and all other rights of the Holder will terminate (other than the right to receive the Fundamental Change Repurchase Price). iii. (c) Upon the surrender of this the Note that is to be repurchased in part pursuant to this Section 9Article 5, the Issuer Company shall execute and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of this Note that is outstanding and not repurchasedthe Note.

Payment of Fundamental Change Repurchase Price. i. (a) On or prior to 10:00 a.m., New York City time, one Business Day prior to on the Fundamental Change Repurchase Date, the Issuer Company shall set aside, segregate and hold in trust for the benefit of the Holder an amount of money sufficient to repurchase the applicable portion of this the Note to be repurchased at the appropriate Fundamental Change Repurchase Price. Payment for the applicable portion of this the Note surrendered for repurchase (and not withdrawn in accordance with Section 9(f5.5) will be made on the later of (i) the Fundamental Change Repurchase Date, Date (provided the Holder has satisfied the conditions in this Section 9 ARTICLE 5) and (ii) the time of delivery of the applicable portion of this the Note by the Holder to the Issuer Company in the manner required by Section 9(c)5.2, by mailing checks for the amount payable to the Holder. ii. (b) If by 10:00 a.m., New York City time, one Business Day prior to on the Fundamental Change Repurchase Date, the Issuer Company holds money sufficient to make payment on the applicable portion of this the Note to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the applicable portion of this the Note that has been properly surrendered for repurchase and not validly withdrawn in accordance with this Section 9withdrawn, on such Fundamental Change Repurchase Date, (i) such portion of this the Note will cease to be outstanding, (ii) interest will cease to accrue on such portion of this the Note and (iii) in the event the entire outstanding amount of this the Note is surrendered by the Holder to be repurchased, this Note will be deemed to have been paid and all other rights of the Holder will terminate (other than the right to receive the Fundamental Change Repurchase Price). iii. Upon (c) In the surrender event a portion of this the Note that is less than the entire outstanding amount is surrendered by the Holder to be repurchased in part pursuant to this Section 9repurchased, the Issuer Company shall execute and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of this Note that is outstanding and not repurchasedthe Note.

Payment of Fundamental Change Repurchase Price. i. On (a) Subject to the provisions of Section 4.11 of this Supplemental Indenture, the Company shall pay, or prior cause to 10:00 a.m.be paid, New York time, one Business Day prior to the Fundamental Change Repurchase Date, the Issuer shall set aside, segregate and hold in trust for the benefit of the Holder an amount of money sufficient Price with respect to repurchase the applicable portion of this each Note to be repurchased at to the appropriate Holder thereof as promptly as practicable, but in no event later than the later of the Fundamental Change Repurchase Price. Date and the time such Note (together with all necessary endorsements) is surrendered or transferred, physically or by book-entry, to the Paying Agent (except that, if the Fundamental Change Repurchase Date is after an Interest Record Date and on or prior to the immediately following Interest Payment Date, then accrued and unpaid interest (including Additional Interest, if any) on such Notes to, but excluding, such Interest Payment Date shall be paid on such Interest Payment Date to the Holder(s) of record of such Notes at the close of business on such Interest Record Date without any requirement to surrender or transfer such Notes to the Paying Agent). (b) Subject to receipt of funds by the Paying Agent as provided by Section 3.02(h) of this Supplemental Indenture, the Paying Agent shall pay the Fundamental Change Repurchase Price for the applicable portion of this Note Notes surrendered for repurchase (and not withdrawn in accordance with Section 9(fprior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on promptly after the later of (i) the Fundamental Change Repurchase Date, Date for such Notes (provided that the Holder has satisfied the conditions in Section 4.11(a) of this Section 9 Supplemental Indenture) and (ii) the time of delivery of such Note (together with all necessary endorsements) is surrendered or transferred, physically or by book-entry, to the applicable portion of this Note Paying Agent by the Holder to the Issuer thereof in the manner required by Section 9(c4.11 of this Supplemental Indenture (except that, if the Fundamental Change Repurchase Date is after an Interest Record Date and on or prior to the immediately following Interest Payment Date, then accrued and unpaid interest (including Additional Interest, if any) on such Notes to, but excluding, such Interest Payment Date shall be paid on such Interest Payment Date to the Holder(s) of record of such Notes at the close of business on such Interest Record Date without any requirement to surrender or transfer such Notes to the Trustee or the Paying Agent). The Paying Agent shall return to the Company, as soon as practicable and upon receipt of written instructions, any money not required for that purpose. (c) If, by mailing checks for the amount payable to the Holder. ii. If by 10:00 11:00 a.m., New York time, one Business Day prior to City time on the Fundamental Change Repurchase Date, Date the Issuer Paying Agent holds money sufficient to make payment on all the applicable portion of this Note Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the applicable portion of this Note that has been properly surrendered for repurchase and not validly withdrawn in accordance with this Section 9, on such Fundamental Change Repurchase Date, then (i) such portion of this Note Notes or portions thereof will cease to be outstanding, (ii) interest will cease to accrue on such portion Notes or portions thereof (whether or not book-entry transfer of this Note the Notes has been made or the Notes have been delivered to the Paying Agent) and (iii) in the event the entire outstanding amount of this Note is surrendered by the Holder to be repurchased, this Note will be deemed to have been paid and all other rights of the Holder Holders of such Notes or portions thereof will terminate (other than the right to receive the Fundamental Change Repurchase PricePrice and previously accrued but unpaid interest upon delivery of the Notes). iii. Upon the surrender of this (d) Any Note that which is to be repurchased submitted for repurchase pursuant to Section 4.11 of this Supplemental Indenture only in part shall be delivered pursuant to this Section 94.11 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Issuer Holder thereof or its attorney duly authorized in writing), and the Company shall execute execute, and deliver the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note in an or Notes, of any authorized denomination equal as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Note not duly submitted for Repurchase upon such Fundamental Change. (e) If any Note shall not be fully and duly paid in accordance herewith upon repurchase, the unpaid portion of the consideration payable on the Fundamental Change Repurchase Date shall bear interest pursuant to Section 3.02(f)(iv) of this Supplemental Indenture and such Note that is outstanding and not repurchasedshall continue to be convertible pursuant to Article XII of this Supplemental Indenture, until such amounts have been paid.

Payment of Fundamental Change Repurchase Price. i. (a) On or prior to 10:00 a.m., New York City time, one Business Day prior to on the Fundamental Change Repurchase Date, the Issuer Company shall set aside, segregate and hold in trust for the benefit of the Holder an amount of money sufficient to repurchase the applicable portion of this the Note to be repurchased at the appropriate Fundamental Change Repurchase Price. Payment for the applicable portion of this the Note surrendered for repurchase (and not withdrawn in accordance with Section 9(f6.5) will be made on the later of (i) the Fundamental Change Repurchase Date, Date (provided the Holder has satisfied the conditions in this Section 9 ARTICLE 6) and (ii) the time of delivery of the applicable portion of this the Note by the Holder to the Issuer Company in the manner required by Section 9(c)6.2, by mailing checks for the amount payable to the Holder or, at the Holder’s option, pursuant to wire instructions provided by the Holder to the Company on or before the close of business on the second Business Day immediately preceding the Repurchase Date. ii. (b) If by 10:00 a.m., New York City time, one Business Day prior to on the Fundamental Change Repurchase Date, the Issuer Company holds money sufficient to make payment on the applicable portion of this the Note to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the applicable portion of this the Note that has been properly surrendered for repurchase and not validly withdrawn in accordance with this Section 9withdrawn, on such Fundamental Change Repurchase Date, (i) such portion of this the Note will cease to be outstanding, (ii) interest will cease to accrue on such portion of this the Note and (iii) in the event the entire outstanding amount of this the Note is surrendered by the Holder to be repurchased, this Note will be deemed to have been paid and all other rights of the Holder with respect to the Note will terminate (other than the right to receive the Fundamental Change Repurchase Price). iii. Upon (c) In the surrender event a portion of this the Note that is less than the entire outstanding amount is surrendered by the Holder to be repurchased in part pursuant to this Section 9repurchased, the Issuer Company shall promptly execute and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of this Note that is outstanding and not repurchasedthe Note.

Payment of Fundamental Change Repurchase Price. i. On or prior to 10:00 a.m., New York time, one Business Day prior to If the funds of the Corporation legally available for the Fundamental Change Repurchase Date, Offer by the Issuer shall set aside, segregate and hold in trust for the benefit of the Holder an amount of money sufficient Corporation pursuant to repurchase the applicable portion of this Note to be repurchased at the appropriate Section 9.1 on any Fundamental Change Repurchase Price. Payment for Date are insufficient to repurchase all shares of the applicable Series B Convertible Preferred Stock being repurchased by the Corporation on such date, those funds which are legally available will be used first to pay the cash portion of this Note surrendered for repurchase (and not withdrawn in accordance with Section 9(f) will be made on the later of (i) the Fundamental Change Repurchase Date, provided the Holder has satisfied the conditions in this Section 9 and (ii) the time of delivery of the applicable portion of this Note by the Holder to the Issuer in the manner required by Section 9(c), by mailing checks for the amount payable to the Holder. ii. If by 10:00 a.m., New York time, one Business Day prior to the Fundamental Change Repurchase Date, the Issuer holds money sufficient to make payment on the applicable portion of this Note to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the applicable portion of this Note that has been properly surrendered for repurchase and not validly withdrawn in accordance with this Section 9, on such Fundamental Change Repurchase Date, (i) such portion of this Note will cease to be outstanding, (ii) interest will cease to accrue on such portion of this Note and (iii) in the event the entire outstanding amount of this Note is surrendered by the Holder to be repurchased, this Note will be deemed to have been paid and all other rights of the Holder will terminate (other than the right to receive the Fundamental Change Repurchase Price). iii. Upon , on a pro rata basis, to the surrender Holders thereof based on the number of this Note that is shares of Series B Convertible Preferred Stock then held, for the maximum possible number of shares of the Series B Convertible Preferred Stock being repurchased in accordance with the aggregate repurchase proceeds payable with respect to the shares of Series B Convertible Preferred Stock to be repurchased repurchased. At any time thereafter when additional funds of the Corporation or its acquirer, as applicable, become legally available for the repurchase of the Series B Convertible Preferred Stock, such funds will be used to redeem the balance of the shares of Series B Convertible Preferred Stock which the Corporation was theretofore obligated to repurchase as provided in part the immediately preceding sentence. If the Corporation elects to deliver shares of its Common Stock (or other securities) in full or partial satisfaction of the Fundamental Change Repurchase Price pursuant to this Section 99.1, subject to the Issuer shall execute and listing rules of any stock exchange on which the Common Stock (or such other securities) may then be listed, it will use commercially reasonable efforts to deliver to the relevant Holder such Common Stock (or other securities) within two Business Days of the Fundamental Change Repurchase Date but shall not be in breach of its obligation to deliver such Common Stock (or other securities) for any purposes hereunder until such time as the minimum notice required under such listing rules following determination of the number of shares (or other securities) deliverable shall have lapsed. Any shares of Series B Convertible Preferred Stock the Fundamental Change Repurchase Price for which is not satisfied as of the Fundamental Change Repurchase Date as a new Note result of the circumstances described in an authorized denomination equal this Section 9.3 shall remain outstanding until such shares shall have been repurchased and the Fundamental Change Repurchase Price therefor, as applicable, shall have been paid or set aside for payment in principal amount full (and dividends shall continue to the portion accrue on any such shares of this Note Series B Preferred Stock that is remain outstanding and not repurchasedas set forth in Section 11).

Payment of Fundamental Change Repurchase Price. i. (a) On or prior to 10:00 a.m., New York City time, one Business Day prior to on the Fundamental Change Repurchase Date, the Issuer Company shall set aside, segregate and hold in trust for the benefit of the Holder an amount of money sufficient to repurchase the applicable portion of this the Note to be repurchased at the appropriate Fundamental Change Repurchase Price. Payment for the applicable portion of this the Note surrendered for repurchase (and not withdrawn in accordance with Section 9(f6.5) will be made on the later of (i) the Fundamental Change Repurchase Date, Date (provided the Holder has satisfied the conditions in this Section 9 ARTICLE 6) and (ii) the time of delivery of the applicable portion of this the Note by the Holder to the Issuer Company in the manner required by Section 9(c)6.2, by mailing checks for the amount payable to the Holder or, at the Holder’s option, pursuant to wire instructions provided by the Holder to the Company on or before the close of business on the second Business Day immediately preceding the Repurchase Date. ii. (b) If by 10:00 a.m., New York City time, one Business Day prior to on the Fundamental Change Repurchase Date, the Issuer Company holds money sufficient to make payment on the applicable portion of this the Note to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the applicable portion of this the Note that has been properly surrendered for repurchase and not validly withdrawn in accordance with this Section 9withdrawn, on such Fundamental Change Repurchase Date, (i) such portion of this the Note will cease to be outstanding, (ii) interest will cease to accrue on such portion of this the Note and (iii) in the event the entire outstanding amount of this the Note is surrendered by the Holder to be repurchased, this Note will be deemed to have been paid and all other rights of the Holder will terminate (other than the right to receive the Fundamental Change Repurchase Price). iii. Upon (c) In the surrender event a portion of this the Note that is less than the entire outstanding amount is surrendered by the Holder to be repurchased in part pursuant to this Section 9repurchased, the Issuer Company shall execute and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of this Note that is outstanding and not repurchasedthe Note.

Payment of Fundamental Change Repurchase Price. i. On (a) Subject to the provisions of Section 4.03 of this Supplemental Indenture, the Company shall pay, or prior cause to 10:00 a.m.be paid, New York time, one Business Day prior to the Fundamental Change Repurchase Date, the Issuer shall set aside, segregate and hold in trust for the benefit of the Holder an amount of money sufficient Price with respect to repurchase the applicable portion of this each Note to be repurchased at to the appropriate Holder thereof as promptly as practicable, but in no event later than the later of the Fundamental Change Repurchase Price. Date and the time such Note (together with all necessary endorsements) is surrendered or transferred, physically or by book-entry, to the Paying Agent (except that, if the Fundamental Change Repurchase Date is after an Interest Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Notes to, but excluding, such Interest Payment Date shall be paid on such Interest Payment Date to the Holder(s) of record of such Notes at the close of business on such Interest Record Date without any requirement to surrender or transfer such Notes to the Paying Agent). (b) Subject to receipt of funds by the Paying Agent as provided by Section 3.02(h) of this Supplemental Indenture, the Paying Agent shall pay the Fundamental Change Repurchase Price for the applicable portion of this Note Notes surrendered for repurchase (and not withdrawn in accordance with Section 9(fprior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on promptly after the later of (i) the Fundamental Change Repurchase Date, Date for such Notes (provided that the Holder has satisfied the conditions in Section 4.03(a) of this Section 9 Supplemental Indenture) and (ii) the time of delivery of such Note (together with all necessary endorsements) is surrendered or transferred, physically or by book-entry, to the applicable portion of this Note Paying Agent by the Holder to the Issuer thereof in the manner required by Section 9(c4.03 of this Supplemental Indenture (except that, if the Fundamental Change Repurchase Date is after an Interest Record Date and on or before the immediately following Interest Payment Date, then accrued and unpaid interest on such Notes to, but excluding, such Interest Payment Date will be paid on such Interest Payment Date to the Holder(s) of record of such Notes at the close of business on such Interest Record Date without any requirement to surrender or transfer such Notes to the Trustee or the Paying Agent). The Paying Agent shall return to the Company, as soon as practicable and upon receipt of written instructions, any money not required for that purpose. (c) If, by mailing checks for the amount payable to the Holder. ii. If by 10:00 11:00 a.m., New York time, one Business Day prior to City time on the Fundamental Change Repurchase Date, Date the Issuer Paying Agent holds money sufficient to make payment on all the applicable portion of this Note Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the applicable portion of this Note that has been properly surrendered for repurchase and not validly withdrawn in accordance with this Section 9, on such Fundamental Change Repurchase Date, then (i) such portion of this Note Notes or portions thereof will cease to be outstanding, (ii) interest will cease to accrue on such portion Notes or portions thereof (whether or not book-entry transfer of this Note the Notes has been made or the Notes have been delivered to the Paying Agent) and (iii) in the event the entire outstanding amount of this Note is surrendered by the Holder to be repurchased, this Note will be deemed to have been paid and all other rights of the Holder Holders of such Notes or portions thereof will terminate (other than the right to receive the Fundamental Change Repurchase PricePrice and previously accrued but unpaid interest upon delivery of the Notes). iii. Upon the surrender of this (d) Any Note that which is to be repurchased submitted for repurchase pursuant to Section 4.03 of this Supplemental Indenture only in part shall be delivered pursuant to this Section 94.03 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Issuer Holder thereof or its attorney duly authorized in writing), and the Company shall execute execute, and deliver the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note in an or Notes, of any authorized denomination equal as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Note not duly submitted for Repurchase upon such Fundamental Change. (e) If any Note shall not be fully and duly paid in accordance herewith upon repurchase, the unpaid portion of the consideration payable on the Fundamental Change Repurchase Date shall bear interest pursuant to Section 3.02(f)(iv) of this Supplemental Indenture and such Note that is outstanding and not repurchasedshall continue to be convertible pursuant to Article XII of this Supplemental Indenture.

Payment of Fundamental Change Repurchase Price. i. On or prior to 10:00 a.m., New York time, one Business Day prior to If the funds of the Corporation legally available for the Fundamental Change Repurchase Date, Offer by the Issuer shall set aside, segregate and hold in trust for the benefit of the Holder an amount of money sufficient Corporation pursuant to repurchase the applicable portion of this Note to be repurchased at the appropriate Section 9.1 on any Fundamental Change Repurchase Price. Payment for Date are insufficient to repurchase all shares of the applicable Series A Convertible Preferred Stock being repurchased by the Corporation on such date, those funds which are legally available will be used first to pay the cash portion of this Note surrendered for repurchase (and not withdrawn in accordance with Section 9(f) will be made on the later of (i) the Fundamental Change Repurchase Date, provided the Holder has satisfied the conditions in this Section 9 and (ii) the time of delivery of the applicable portion of this Note by the Holder to the Issuer in the manner required by Section 9(c), by mailing checks for the amount payable to the Holder. ii. If by 10:00 a.m., New York time, one Business Day prior to the Fundamental Change Repurchase Date, the Issuer holds money sufficient to make payment on the applicable portion of this Note to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the applicable portion of this Note that has been properly surrendered for repurchase and not validly withdrawn in accordance with this Section 9, on such Fundamental Change Repurchase Date, (i) such portion of this Note will cease to be outstanding, (ii) interest will cease to accrue on such portion of this Note and (iii) in the event the entire outstanding amount of this Note is surrendered by the Holder to be repurchased, this Note will be deemed to have been paid and all other rights of the Holder will terminate (other than the right to receive the Fundamental Change Repurchase Price). iii. Upon , on a pro rata basis, to the surrender Holders thereof based on the number of this Note that is shares of Series A Convertible Preferred Stock then held, for the maximum possible number of shares of the Series A Convertible Preferred Stock being repurchased in accordance with the aggregate repurchase proceeds payable with respect to the shares of Series A Convertible Preferred Stock to be repurchased repurchased. At any time thereafter when additional funds of the Corporation or its acquirer, as applicable, become legally available for the repurchase of the Series A Convertible Preferred Stock, such funds will be used to redeem the balance of the shares of Series A Convertible Preferred Stock which the Corporation was theretofore obligated to repurchase as provided in part the immediately preceding sentence. If the Corporation elects to deliver shares of its Common Stock (or other securities) in full or partial satisfaction of the Fundamental Change Repurchase Price pursuant to this Section 99.1, subject to the Issuer shall execute and listing rules of any stock exchange on which the Common Stock (or such other securities) may then be listed, it will use commercially reasonable efforts to deliver to the relevant Holder such Common Stock (or other securities) within two Business Days of the Fundamental Change Repurchase Date but shall not be in breach of its obligation to deliver such Common Stock (or other securities) for any purposes hereunder until such time as the minimum notice required under such listing rules following determination of the number of shares (or other securities) deliverable shall have lapsed. Any shares of Series A Convertible Preferred Stock the Fundamental Change Repurchase Price for which is not satisfied as of the Fundamental Change Repurchase Date as a new Note result of the circumstances described in an authorized denomination equal this Section 9.3 shall remain outstanding until such shares shall have been repurchased and the Fundamental Change Repurchase Price therefor, as applicable, shall have been paid or set aside for payment in principal amount full (and dividends shall continue to the portion accrue on any such shares of this Note Series A Preferred Stock that is remain outstanding and not repurchasedas set forth in Section 11).