Convertible Note Redemption Sample Clauses

Convertible Note Redemption. Subject to the terms of this Section 4.04, the Company has the right, at its election, to redeem all, but not less than all of the Notes (except as provided below), at any time, on a Redemption Date on or after the date that is two (2) years after the Issue Date, for a cash purchase price equal to the applicable Redemption Price, but only if (1) a Requisite Stockholder Approval Failure has not occurred; and (2) if such Redemption Date is before March 1, 2021, the Last Reported Sale Price per share of Common Stock exceeds one hundred and fifty percent (150%) of the Conversion Price on each of the thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately before the Redemption Notice Date for such Redemption (it being understood that if such Redemption Date is on or after March 1, 2021, then the requirements of this clause (2) will not apply) (a “Convertible Note Redemption”); provided, however, that the Company cannot call any Physical Notes the Conversion Shares underlying which (assuming Physical Settlement) would constitute “Registrable Securities” (as defined in the Registration Rights Agreement) (such Notes, “Registration Rights Notes”) for a Convertible Note Redemption unless: (1) the Company has elected Cash Settlement to apply to such Redemption pursuant to Section 5.03(A)(iii); or (2) both of the following are satisfied: (I) either (x) a “Registration Statement” (as defined in the Registration Rights Agreement) is effective under the Securities Act as of the Redemption Notice Date for such Redemption, and such Registration Statement registers, under the Securities Act, the resale of all Conversion Shares issuable upon such conversion of such Registration Rights Notes; or (y) none of such Conversion Shares will constitute a Transfer-Restricted Security at the time they are issued and delivered; and (II) no policy of the Company (including ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies) would prohibit or otherwise restrict, and no information that may be material non-public information will have been communicated by or on behalf of the Company to any Holder of such Registration Rights Notes, which information would prohibit or otherwise restrict (including pursuant to any securities laws), such Holder or any of its Affiliates from selling or otherwise transferring any Conversion Shares at any time from, and including, such Redemption Notice Date to, and including, the applicable Redemption Date, in each case as determined in good faith by t...