Borrower’s Response Clause Samples
Borrower’s Response. In the event the Borrower fails to issue any shares of the Borrower’s Common Stock pursuant to a Notice of Conversion, the Lender shall have the absolute and irrevocable right and authority to deliver the fully executed Notice of Conversion to the Borrower’s transfer agent, and pursuant to the ITAI to be entered into simultaneously herewith between the Lender, the Borrower and the Borrower’s transfer agent, the Borrower’s transfer agent shall issue the applicable shares of the Borrower’s Common Stock to the Lender as hereby provided. Within five (5) Business Days after the date of the Notice of Conversion, provided that the Borrower’s transfer agent is participating in the DTC Fast Automated Securities Transfer (“FAST”) program, the Borrower shall cause the transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent to) electronically transmit the applicable shares of the Borrower’s Common Stock to which the Lender shall be entitled by crediting the account of the Lender’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Lender of such delivery. In the event that the Borrower’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible, within five (5) Business Days after the date of the Notice of Conversion, the Borrower shall instruct and cause its transfer agent to (or, if for any reason the Borrower fails to instruct or cause its transfer agent to so act, then pursuant to the ITAI, the Lender may request and require the Borrower’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Notice of Conversion, a certificate, registered in the name of the Lender, for the number of shares of the Borrower’s Common Stock to which the Lender shall be entitled.
Borrower’s Response. Following receipt by the Borrower of the Conversion Notice and, if applicable, the Note certificate(s) representing the Converted Loans, the Borrower (x) shall promptly send a confirmation of receipt of such Conversion Notice to the applicable Lender and the Borrower’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, and (y) shall use commercially reasonable efforts to, (A) on or before the second (2nd) Business Day (and in any event on or before the fifth (5th) Business Day (such fifth (5th) Business Day, the “Conversion Delivery Deadline”)) following the Conversion Effective Date or, (B) in the case of a Change of Control Conversion Notice or a Fundamental Change Conversion Notice, immediately prior to the effectiveness of such Change of Control or Fundamental Change with respect to which such notice was delivered, as applicable, issue and deliver to the address specified in the Conversion Notice, a stock certificate, registered in the name of such Lender or its designee, for the number of Conversion Shares to which such Lender shall be entitled.