Common use of PAYMENT IN NOTES Clause in Contracts

PAYMENT IN NOTES. To the extent that any holder of any Purchaser Shares surrenders with the certificates representing such Purchaser Shares any Note then held by such holder (or by an affiliate of such holder), such holder shall be deemed to have paid that portion of the Purchase Price equal to one hundred percent (100%) of the principal of such Note which the holder thereof directs the Parent to accept as payment of the Purchase Price, which Note shall be contributed to the Company and cancelled and not reissued by the Company. To the extent that the principal amount of such tendered Note is greater than the amount of the aggregate Purchase Price paid by surrender thereof, the Parent shall cause the Company shall deliver a new Note to the tendering holder thereof, in accordance with the provisions of the Note Agreement, in the principal amount equal to the amount not so applied to payment of the aggregate Purchase Price. At the time of the issuance of the additional shares of Common Stock pursuant hereto, the Company shall pay all accrued and unpaid interest on the principal amount of any Note of such holder cancelled pursuant to this Section 4.4(b) up to but excluding the date of such issuance. For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss.230.144, the Parent and you agree that a tender of the principal of any Notes in payment of the aggregate Purchase Price in respect of additional shares shall not be deemed a prepayment of the Notes, but rather a conversion of such Notes, pursuant to the terms of the Notes, the Note Agreement and this Agreement, into such additional shares of Common Stock.

PAYMENT IN NOTES. To the extent that any holder of any Purchaser Shares Warrant Certificate surrenders with the certificates representing such Purchaser Shares Warrant Certificate any Note then held by such holder (or by an affiliate of such holder), such holder shall be deemed to have paid that portion of the Purchase Price equal to one hundred percent (100%) of the principal of such Note which the holder thereof directs the Parent Company to accept as payment of the Purchase Price, which Note shall be contributed to the Company and cancelled and not reissued by the Companyreissued. To the extent that the principal amount of such tendered Note is greater than the amount of the aggregate Purchase Price paid by surrender thereof, the Parent shall cause the Company shall deliver a new Note to the tendering holder thereof, in accordance with the provisions of the Note Agreement, in the principal amount equal to the amount not so applied to payment of the aggregate Purchase Price. At the time of the issuance of the additional shares of Common Stock pursuant heretoto the exercise of the Warrants of any holder, the Company shall pay all accrued and unpaid interest on the principal amount of any Note of such holder cancelled pursuant to this Section 4.4(b) 0 up to but excluding the date of such issuance. For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss.230.144, the Parent Company and you the Purchasers agree that a tender of the principal of any Notes in payment of the aggregate Purchase Price exercise price in respect of additional shares the Warrants shall not be deemed a prepayment of the Notes, but rather a conversion of such Notes, pursuant to the terms of the Notes, the Note Agreement, this Agreement and this Agreementthe Warrants, into such additional shares of Common Stock.

PAYMENT IN NOTES. To the extent that any holder of any Purchaser Shares Warrant Certificate surrenders with the certificates representing such Purchaser Shares Warrant Certificate any Note then held by such holder (or by an affiliate of such holder), such holder shall be deemed to have paid that portion of the Purchase Price equal to one hundred percent (100%) of the principal of such Note which the holder thereof directs the Parent Company to accept as payment of the Purchase Price, which Note shall be contributed to the Company and cancelled and not reissued by the Companyreissued. To the extent that the principal amount of such tendered Note is greater than the amount of the aggregate Purchase Price paid by surrender thereof, the Parent shall cause the Company shall deliver a new Note to the tendering holder thereof, in accordance with the provisions of the Note Agreement, in the principal amount equal to the amount not so applied to payment of the aggregate Purchase Price. At the time of the issuance of the additional shares of Common Stock pursuant heretoto the exercise of the Warrants of any holder, the Company shall pay all accrued and unpaid interest on the principal amount of any Note of such holder cancelled pursuant to this Section 4.4(b2.1(c) up to but excluding the date of such issuance. For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss.230.144144, the Parent Company and you the Holders agree that a tender of the principal of any Notes in payment of the aggregate Purchase Price exercise price in respect of additional shares the Warrants shall not be deemed a prepayment of the Notes, but rather a conversion of such Notes, pursuant to the terms of the Notes, the Note Agreement, this Agreement and this Agreementthe Warrants, into such additional shares of Common Stock.

PAYMENT IN NOTES. To the extent that any holder of any Purchaser Shares Warrant Certificate surrenders with the certificates representing such Purchaser Shares Warrant Certificate any Note then held by such holder (or by an affiliate of such holder), such holder shall be deemed to have paid that portion of the Purchase Price equal to one hundred percent (100%) of the principal of such Note which the holder thereof directs the Parent Company to accept as payment of the Purchase Price, which Note shall be contributed to the Company and cancelled and not reissued by the Companyreissued. To the extent that the principal amount of such tendered Note is greater than the amount of the aggregate Purchase Price paid by surrender thereof, the Parent shall cause the Company shall deliver a new Note to the tendering holder thereof, in accordance with the provisions of the Note Agreement, in the principal amount equal to the amount not so applied to payment of the aggregate Purchase Price. At the time of the issuance of the additional shares of Common Stock pursuant heretoto the exercise of the Warrants of any holder, the Company shall pay all accrued and unpaid interest on the principal amount of any Note of such holder cancelled pursuant to this Section 4.4(b2.1(c) up to but excluding the date of such issuance. For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss.230.144, the Parent Company and you the Purchasers agree that a tender of the principal of any Notes in payment of the aggregate Purchase Price exercise price in respect of additional shares the Warrants shall not be deemed a prepayment of the Notes, but rather a conversion of such Notes, pursuant to the terms of the Notes, the Note Agreement, this Agreement and this Agreementthe Warrants, into such additional shares of Common Stock.