Record Holder; Reduction in Principal Amount. Upon the Applicable Effective Time, (A) each Lender shall be deemed for all corporate purposes to have become the legal, beneficial and record holder of the applicable number of Initial Note Exchange Shares or Conditional Note Exchange Shares determined in accordance with Section 2(a)(i), 2(a)(ii), 2(a)(iii) or 2(a)(iv), as applicable, entitled to exercise all rights (including conversion rights) as a holder thereof, and (B) the aggregate principal amount of the First Out Waterfall Notes held by such Lender shall be reduced by such aggregate principal amount exchanged for such Initial Note Exchange Shares or Conditional Note Exchange Shares, as applicable. In the event that any Initial Note Exchange Shares or Conditional Note Exchange Shares, as applicable, are not delivered on a timely basis in accordance herewith, the Lenders shall have the right to exercise any of the remedies available under the First Out Waterfall Notes in the event of any failure to timely deliver Initial Note Exchange Shares or Conditional Note Exchange Shares (as if the Initial Note Exchange Shares or Conditional Note Exchange Shares, as applicable, were Conversion Shares thereunder), including the remedies set forth in Section 2(c)(v)(A) of the First Out Waterfall Notes (provided, however, that the additional damages payable pursuant to the first sentence thereof shall accrue only if such failure is not cured within one Trading Day following the Applicable Exchange Delivery Deadline), and/or to exercise any and all other rights and remedies available at law or in equity. Without limiting the foregoing, if for any reason the Lender has not received all of the Initial Note Exchange Shares or Conditional Note Exchange Shares, as applicable, it is entitled to prior to the tenth (10th) Business Day after the Applicable Exchange Delivery Deadline, the Lenders shall have the right to rescind and terminate the Initial Note Exchange, the Nellix Submission Exchange, the Nellix Approval Exchange or the Nellix Sales Exchange, as applicable.
Record Holder; Reduction in Principal Amount. Upon the Qualified Equity Financing Effective Time, (i) each Lender shall be deemed for all corporate purposes to have become the legal, beneficial and record holder of the Qualified Equity Financing Exchange Securities contemplated hereby, and entitled to exercise all rights (including conversion rights) as a holder thereof, and (ii) the aggregate principal amount of the First Out Waterfall Notes held by such Lender shall be reduced by such aggregate principal amount so exchanged for such Qualified Equity Financing Exchange Securities. In the event that any such Qualified Equity Financing Exchange Securities are not delivered on a timely basis in accordance herewith, the Lenders shall have the right to rescind and terminate any or all of the transactions contemplated by this Section 3, to exercise any of the remedies available under the First Out Waterfall Notes in the event of any failure to timely deliver Qualified Equity Financing Exchange Securities (as if the Qualified Equity Financing Exchange Securities were Conversion Shares thereunder) and/or to exercise any and all other rights and remedies available at law or in equity.
