Common use of COMPENSATORY PAYMENT Clause in Contracts

COMPENSATORY PAYMENT. If a principal payment is made in Principal Shares and (i) the date of effectiveness (the "Effective Date") of the applicable Registration Statement is more than 10 Business Days after the relevant Quarterly Payment Date and (ii) the weighted-average volume price for the Common Stock on Nasdaq as reported by Bloomberg for the three Business Day period ending on (and including) the Effective Date (the "Post-Issuance Average Price") is less than the Calculation Price, then the Company shall pay to each holder of the Notes an amount equal to (i) the difference between the Calculation Price and the Post-Issuance Average Price, multiplied by (ii) the number of Principal Shares issued on the applicable Quarterly Payment Date. Such amount shall be paid to each holder of the Notes in cash not later than 10 Business Days following the Effective Date of the applicable Registration Statement."