Common use of Conversion Consideration Clause in Contracts

Conversion Consideration. Subject to the terms hereof, upon conversion of this Note, the consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of this Note to be converted will consist of (I) a whole number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion (which, if not a whole number, will be rounded down to the nearest whole number); (II) in the case of a principal amount or portion of a principal amount that is not a multiple of $1,000, an equivalent pro rata number of shares and (III) if such Conversion Rate is not a whole number, cash in lieu of the related fractional share in an amount equal to the product of (x) the Last Reported Sale Price per share of Common Stock on such Conversion Date (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day) and (y) the fractional portion of such Conversion Rate.