Common use of Note Exchange Exercise Clause in Contracts

Note Exchange Exercise. In lieu of paying all or any portion of the Exercise Price in cash, Holder, at its option, may exercise this Warrant (in whole or in part) through a reduction of an amount of principal outstanding under any Notes in accordance with Section 2.3(b) of the Facility Agreement, then held by Holder (a “Note Exchange Exercise”) For purposes of Rule 144 and subsection (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon Exercise of this Warrant in a Cashless Exercise transaction or a Note Exchange Exercise transaction shall be deemed to have been acquired at the time this Warrant was issued (in the case of a Cashless Exercise) or at the time the applicable Note was issued (in the case of a Note Exchange Exercise). Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon Exercise of this Warrant in a Cashless Exercise transaction or a Note Exchange Exercise transaction shall be deemed to have commenced on the date this Warrant was issued (in the case of a Cashless Exercise) or on the date the applicable Note was issued (in the case of a Note Exchange Exercise). As provided in Section 2(b), Holder shall only be required to physically surrender this Warrant in the event that Holder is exercising this Warrant in full.