Common use of Transfer and Exchange of Convertible Notes Clause in Contracts

Transfer and Exchange of Convertible Notes. Upon surrender of any Convertible Note to the Issuer at the address and to the attention of the designated officer (all as specified in Section 12.1), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Convertible Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Convertible Note or part thereof), promptly, but in any event not later than five (5) Business Days thereafter, the Issuer shall execute and deliver, at the Issuer’s expense (except as provided below), one or more new Convertible Notes (as requested by the holder thereof) of the same series (and of the same tranche if such series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Convertible Note. Each such new Convertible Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Convertible Note of such series originally issued hereunder or pursuant to any supplement. Each such new Convertible Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Convertible Note or dated the date of the surrendered Convertible Note if no interest shall have been paid thereon. The Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Convertible Notes. Any transferee, by its acceptance of a Convertible Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 3.2, provided, that in lieu thereof such holder may (in reliance upon information provided by the Issuer, which shall not be unreasonably withheld) make a representation to the effect that the purchase by any holder of any Convertible Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA.

Transfer and Exchange of Convertible Notes. Upon surrender of any Convertible Note to the Issuer at the address and to the attention of the designated officer (all as specified in Section 12.1), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Convertible Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Convertible Note or part thereof), promptly, but in any event not later than five (5) Business Days thereafter, the Issuer shall execute and deliver, at the Issuer’s expense (except as provided below), one or more new Convertible Notes (as requested by the holder thereof) of the same series (and of the same tranche if such series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Convertible Note. Each such new Convertible Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Convertible Note of such series Seriesseries originally issued hereunder or pursuant to any supplementSupplementsupplement. Each such new Convertible Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Convertible Note or dated the date of the surrendered Convertible Note if no interest shall have been paid thereon. The Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Convertible Notes. Any transferee, by its acceptance of a Convertible Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 3.2, provided, that in lieu thereof such holder may (in reliance upon information provided by the Issuer, which shall not be unreasonably withheld) make a representation to the effect that the purchase by any holder of any Convertible Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA.

Transfer and Exchange of Convertible Notes. Upon surrender The Company shall keep a register in which it shall provide for the registration of the Convertible Notes and the registration of transfers of Convertible Notes. The holder of any Convertible Note may, prior to the Issuer maturity or prepayment thereof, surrender such Convertible Note, at the address and to the attention principal office of the designated officer (all as specified in Section 12.1), Company for registration of transfer or exchange. Any holder desiring to transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such any Convertible Note or such holder’s attorney duly authorized shall first notify the Company in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Convertible Note or part thereof), promptly, but in any event not later than at least five (5) Business Days thereafterin advance of such transfer or exchange. Within a reasonable time after such notice to the Company from a holder of its intention to make such exchange and without expense (other than transfer taxes, if any) to such holder, the Issuer Company shall execute and deliver, at the Issuer’s expense (except as provided below), one or more new issue in exchange therefor another Convertible Notes (Note all as requested by the holder thereof) holder, for the same aggregate principal amount, as of the same series (and date of the same tranche if such series has separate tranches) in exchange thereforissuance, in an aggregate principal amount equal to as the unpaid principal amount of the Convertible Note so surrendered and having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Convertible NoteNote so surrendered. Each such new Convertible Note shall be made payable to such Person or Persons, or assigns, as the holder of such holder surrendered Convertible Note may request designate, and such transfer or exchange shall be substantially made in such a manner that no gain or loss of principal or interest shall result therefrom. The Company shall have no obligation hereunder or under any Convertible Note to any Person other than the form registered holder of each such Convertible Note. Notwithstanding anything to the contrary contained herein, no holder of the Convertible Note of such series originally issued hereunder or pursuant to any supplement. Each such new Convertible Note Notes shall be dated permitted to transfer any of its Convertible Notes unless such holder's transferee has agreed in writing to be bound by the terms of this Agreement and bear interest from the date other Transaction Documents to which interest shall have been paid on such holder is a party, including the surrendered Convertible Note or dated the date of the surrendered Convertible Note if no interest shall have been paid thereon. The Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Convertible Notes. Any transferee, by its acceptance of a Convertible Note registered in its name (or the name of its nominee), shall be deemed to have made the representation representations and warranties set forth in Section 3.2, provided, that in lieu thereof such holder may (in reliance upon information provided by the Issuer, which shall not be unreasonably withheld) make a representation to the effect that the purchase by any holder of any Convertible Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISASECTION 5.1 hereof.