Common use of Submission to Dispute Resolution Clause in Contracts

Submission to Dispute Resolution. 12.1.1. In the case of a dispute relating to the Exercise Price, the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise (A) if by the Company, within five (5) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder within five (5) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Company shall select an independent, reputable investment bank acceptable to the Holder, acting reasonably, to resolve such dispute and the Company shall promptly send written confirmation of such joint selection to the Holder. 12.1.2. The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 12.1 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m., New York time, by the fifth (5th) Business Day immediately following the date on which the Company provided notice to the Holder of the joint selection of such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. 12.1.3. The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be shared equally between the Company and the Holder, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. 12.1.1. In the case of a dispute the Holder disputes any determination relating to the Exercise Price, the Warrant Share Number or Black Scholes Value made by the Company or the board of directors of the Company, the Holder (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise Company pursuant to the notice provisions in Section 9 hereof (Ax) if by the Companywith respect to a Fundamental Change, within five thirty (530) Business days after the earlier of public disclosure of the purchase price per share of Common Stock in such Fundamental Change or public disclosure of the consummation of such Fundamental Change, or (y) otherwise, within ten (10) Trading Days after the occurrence Xxxxxx learns of the circumstances giving rise to such dispute or (B) or, if by the Holder thereafter learns new information with respect to such circumstances, within five ten (510) Business Trading Days after the Holder learned learns of the circumstances giving rise to such disputenew information). If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price Price, such Warrant Share Number or such Black Scholes Value, at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or Company, then the Holder and the Company shall mutually agree upon, and select, an independent, reputable investment bank to resolve such dispute; provided that if the Holder and the Company are unable to so agree within ten (as the case may be)10) Business Days, then the Company shall select an independent, reputable investment bank acceptable to in its reasonable discretion. For all purposes under this Section 13 in the Holdercase of a Global Warrant, acting reasonably, to resolve such dispute and the Company Holder shall promptly send written confirmation act at the direction of such joint selection to Participants representing a majority of the Holder. 12.1.2Warrants represented hereby. The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 12.1 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m., p.m. (New York time, ) by the fifth (5th) Business Day immediately following the date on which the Company provided notice to the Holder of the joint selection of such investment bank was selected by the parties hereto (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. 12.1.3. The Company and the Holder shall use their efforts to cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be shared equally between paid by each of the Holder and the Company based on the degree (as determined in good faith by the investment bank) to which the investment bank has accepted the positions of the Holder and the Holder, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest errorCompany.

Submission to Dispute Resolution. 12.1.1. A) In the case of a dispute relating to the Exercise a Closing Bid Price, the Company a Closing Sale Price, a Conversion Price, Triggering Event Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Partnership or the applicable Series A Preferred Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail or otherwise (A) if by the CompanyPartnership, within five two (52) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the such Series A Preferred Holder within five (5) Business Days at any time after the such Series A Preferred Holder learned of the circumstances giving rise to such dispute. If the such Series A Preferred Holder and the Company Partnership are unable to promptly resolve such dispute relating to such Exercise Closing Bid Price, such Closing Sale Price, such Conversion Price, such Triggering Event Conversion Price, such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate or such applicable Redemption Price (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company Partnership or the such Series A Preferred Holder (as the case may be) of such dispute to the Company Partnership or the such Series A Preferred Holder (as the case may be), then the Company shall such Series A Preferred Holder may, at its sole option, select an independent, reputable investment bank acceptable to the Holder, acting reasonably, to resolve such dispute and the Company shall promptly send written confirmation of such joint selection to the Holderdispute. 12.1.2. The B) Such Series A Preferred Holder and the Company Partnership shall each deliver to such investment bank (Ax) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 12.1 5.8(p)(i)(B) and (By) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m., p.m. (New York time, ) by the fifth (5th) Business Day immediately following the date on which the Company provided notice to the such Series A Preferred Holder of the joint selection of selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (Ax) and (By) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the such Series A Preferred Holder or the Company Partnership fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company Partnership and the such Series A Preferred Holder or otherwise requested by such investment bank, neither the Company Partnership nor the such Series A Preferred Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, . C) The Partnership and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. 12.1.3. The Company and the Series A Preferred Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company Partnership and the such Series A Preferred Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be shared equally between borne solely by the Company and the HolderPartnership, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. 12.1.1. In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise facsimile (A) if by the Company, within five (5) two Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder within five (5) Business Days Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price or such fair market value or such arithmetic calculation of the number of Warrant Shares (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Company shall Holder may, at its sole option, select an independent, reputable investment bank acceptable to the Holder, acting reasonably, to resolve such dispute and the Company shall promptly send written confirmation of such joint selection to the Holderdispute. 12.1.2. (i) The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 12.1 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m., New York p.m. (Toronto time, ) by the fifth (5th) Business Day immediately following the date on which the Company provided notice to the Holder of the joint selection of selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. 12.1.3. (ii) The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be shared equally between borne solely by the Company and the HolderCompany, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. 12.1.1. a) In the case of a dispute relating to the Exercise Price, the VWAP, the Bid Price, Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise facsimile (A) if by the Company, within five two (52) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder within five (5) Business Days Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price Price, such VWAP, such Bid Price, such Black Scholes Value or such fair market value or such arithmetic calculation of the number of Warrant Shares (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Company shall Holder may, at its sole option, select an independent, reputable investment bank acceptable to the Holder, acting reasonably, to resolve such dispute and the Company shall promptly send written confirmation of such joint selection to the Holderdispute. 12.1.2. b) The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 12.1 5 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m., p.m. (New York time, ) by the fifth (5th) Business Day immediately following the date on which the Company provided notice to the Holder of the joint selection of selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance. 12.1.3. c) The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be shared equally between borne solely by the Company and the HolderCompany, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

Submission to Dispute Resolution. 12.1.1. i. In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price or a fair market value or the Exercise Pricearithmetic calculation of a Conversion Rate (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder applicable Investor (as the case may be) shall submit the dispute to the other party via electronic mail or otherwise facsimile (A) if by the Company, within five two (52) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder within five (5) Business Days such Investor at any time after the Holder such Investor learned of the circumstances giving rise to such dispute. If the Holder such Investor and the Company are unable to promptly resolve such dispute relating to such Exercise Price Bid Price, such Closing Bid Price, such Closing Sale Price, such Conversion Price, such fair market value, or the arithmetic calculation of such Conversion Rate (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder such Investor (as the case may be) of such dispute to the Company or the Holder such Investor (as the case may be), then the Company shall such Investor may, at its sole option, select an independent, reputable investment bank acceptable to the Holder, acting reasonably, to resolve such dispute and the Company shall promptly send written confirmation of such joint selection to the Holderdispute. 12.1.2ii. The Holder Such Investor and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 12.1 6 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m., p.m. (New York time, ) by the fifth (5th) Business Day immediately following the date on which the Company provided notice to the Holder of the joint selection of such Investor selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder such Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder such Investor or otherwise requested by such investment bank, neither the Company nor the Holder such Investor shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation). Any and all communications between the Company, on the one hand, and the Holder, on the other hand, and such investment bank shall be made in writing and a copy provided simultaneously to the Company and the Holder and no meeting between such investment bank and the Company or the Holder shall take place unless each of the Company and the Holder are in attendance) . 12.1.3iii. The Company and the Holder such Investor shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder such Investor of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be shared equally between borne solely by the Company and the HolderCompany, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.