Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 23 Section 2.12. Removal of Transfer Restrictions. 24 Section 2.13. Replacement Notes. 25 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 25 Section 2.15. Cancellation. 25 Section 2.16. Notes Held by the Company or its Affiliates. 25 Section 2.17. Temporary Notes. 26 Section 2.18. Outstanding Notes. 26 Section 2.19. Repurchases by the Company. 26 Section 2.20. XXXXX and ISIN Numbers. 27 Article 3. Covenants 27 Section 3.01. Payment on Notes. 27 Section 3.02. Exchange Act Reports. 27 Section 3.03. Rule 144A Information. 28 Section 3.04. Additional Interest. 28 Section 3.05. Compliance and Default Certificates. 29 Section 3.06. Stay, Extension and Usury Laws. 29 Section 3.07. Corporate Existence. 29 Section 3.08. Restriction on Acquisition of Notes by the Company and its Affiliates. 29 Section 3.09. Further Instruments and Acts. 30 Article 4. Repurchase and Redemption 30 Section 4.01. No Sinking Fund 30 Section 4.02. Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change. 30 Section 4.03. Right of the Company to Redeem the Notes. 34 Article 5. Conversion 36 Section 5.01. Right to Convert. 36 Section 5.02. Conversion Procedures. 39 Section 5.03. Settlement upon Conversion. 41 Section 5.04. Reserve and Status of Common Stock Issued upon Conversion. 44 Section 5.05. Adjustments to the Conversion Rate. 44 Section 5.06. Voluntary Adjustments. 55 Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change. 55 Section 5.08. Exchange in Lieu of Conversion. 56 Section 5.09. Effect of Common Stock Change Event. 57 Section 5.10. Responsibility of Trustee and Conversion Agent. 58 Article 6. Successors 59 Section 6.01. When the Company May Merge, Etc. 59 Section 6.02. Successor Corporation Substituted. 60 Article 7. Defaults and Remedies 60 Section 7.01. Events of Default. 60 Section 7.02. Acceleration. 62 Section 7.03. Sole Remedy for a Failure to Report. 62 Section 7.04. Other Remedies. 63 Section 7.05. Waiver of Past Defaults. 64 Section 7.06. Control by Majority. 64 Section 7.07. Limitation on Suits. 64 Section 7.08. Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration. 65 Section 7.09. Collection Suit by Trustee. 65 Section 7.10. Trustee May File Proofs of Claim. 65 Section 7.11. Priorit...
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption 24 Section 2.12. Removal of Transfer Restrictions 25 Section 2.13. Replacement Notes 25 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes 26 Section 2.15. Cancellation 26 Section 2.16. Notes Held by the Company or its Affiliates 26 Section 2.17. Temporary Notes 26 Section 2.18. Outstanding Notes 27 Section 2.19. Repurchases by the Company 27 Section 2.20. CUSIP and ISIN Numbers 28 Article 3. Covenants 28 Section 3.01. Payment on Notes 28 Section 3.02. Exchange Act Reports 28 Section 3.03. Rule 144A Information 29 Section 3.04. Additional Interest 29 Section 3.05. Compliance and Default Certificates 30 Section 3.06. Stay, Extension and Usury Laws 30 Section 3.07. Corporate Existence 30 Section 3.08. Acquisition of Notes by the Company and its Affiliates 31 Section 3.09. Further Instruments and Acts 31
Exchange and Cancellation of Notes to Be Converted, Redeemed or Repurchased.
Exchange and Cancellation. On the date hereof, pursuant to Section 3(a)(9) of the Securities Act, the Holder hereby agrees to convey, assign and transfer the Note to the Company in exchange for which the Company agrees to issue the Convertible Note to the Holder and, upon delivery of the Convertible Note to the Holder, the parties shall consummate the Cancellation in accordance herewith.
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 24 Section 2.12. Removal of Transfer Restrictions. 25 Section 2.13. Replacement Notes. 25 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 26 Section 2.15. Cancellation. 26 Section 2.16. Notes Held by the Company or its Affiliates. 26 Section 2.17. Temporary Notes. 26 Section 2.18. Outstanding Notes. 27 Section 2.19. Repurchases by the Company. 28 Section 2.20. CUSIP and ISIN Numbers. 28 Article 3. Covenants 28 Section 3.01. Payment on Notes. 28 Section 3.02. Exchange Act Reports. 28 Section 3.03. Rule 144A Information. 29 Section 3.04. Additional Interest. 29
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption 24 Section 2.12. Replacement Notes 25 Section 2.13. Registered Holders; Certain Rights with Respect to Global Notes 25 Section 2.14 Cancellation 26 Section 2.15 Notes Held by the Company or its Affiliates 26 Section 2.16. Temporary Notes 26 Section 2.17 Outstanding Notes 26 Section 2.18. Repurchases by the Company 27 Section 2.19. CUSIP and ISIN Numbers 27 Article 3. Covenants 28 Section 3.01. Payment on Notes 28 Section 3.02. Exchange Act Reports 28 Section 3.03. Rule 144A Information 28 Section 3.04. Additional Interest 29 Section 3.05. Compliance and Default Certificates 29 Section 3.06. Stay, Extension and Usury Laws 30 Section 3.07. Acquisition of Notes by the Company and its Affiliates 30 Article 4. Repurchase and Redemption 30 Section 4.01. No Sinking Fund 30 Section 4.02. Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change 30 Section 4.03. Right of the Company to Redeem the Notes 35
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 25 Section 2.12. Removal of Transfer Restrictions. 26 Section 2.13. Replacement Notes. 27 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 27
Exchange and Cancellation. Upon the terms and subject to the conditions set forth in this Agreement, the Warrantholders shall, severally and not jointly, surrender to the Company for cancellation the Warrantholders’ Series B Warrants and Series C Warrants in the amounts set forth opposite their respective names on Exhibit A hereto, and in exchange for such surrendered Series B Warrants and Series C Warrants, the Company shall cancel the surrendered Series B Warrants and Series C Warrants and issue to the Warrantholders: 26,728,369 warrants (the “Exchange Warrants”) to purchase an aggregate of 26,728,369 shares of Common Stock (the “Warrant Shares”) in the amounts set forth opposite their respective names on Exhibit A hereto, at a price per Warrant of $1.13 (the “Purchase Price”). The Exchange Warrants shall be comprised of two tranches as follows: (a) Series B/C Exchange Warrants (“Series B/C Exchange Warrants”) exercisable for an aggregate of 20,442,346 shares of Common Stock, with an exercise price equal to the Purchase Price and; (b) Series D Warrants (“Series D Warrants”) exercisable for an aggregate of 6,286,023 shares of Common Stock, with an exercise price equal to the Purchase Price. Upon delivery of a Warrantholder’s Series B Warrants and Series C Warrants to the Company, such Series B Warrants and Series C Warrants shall be cancelled and terminated and such Warrantholder shall have no further rights in such Series B Warrants or Series C Warrants.
Exchange and Cancellation. OF NOTES TO BE CONVERTED OR REPURCHASED PURSUANT TO A REPURCHASE UPON FUNDAMENTAL CHANGE OR REDEMPTION.
Exchange and Cancellation. Article II is hereby amended by adding the following new Section 2.07A immediately following Section 2.07:
