Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption 24 Section 2.12. Removal of Transfer Restrictions 25 Section 2.13. Replacement Notes 25 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes 26 Section 2.15. Cancellation 26 Section 2.16. Notes Held by the Company or its Affiliates 26 Section 2.17. Temporary Notes 26 Section 2.18. Outstanding Notes 27 Section 2.19. Repurchases by the Company 27 Section 2.20. CUSIP and ISIN Numbers 27 Article 3. Covenants 28 Section 3.01. Payment on Notes 28 Section 3.02. Exchange Act Reports 28 Section 3.03. Rule 144A Information 28 Section 3.04. Additional Interest 29 Section 3.05. Compliance and Default Certificates 30 Section 3.06. Stay, Extension and Usury Laws 30 Section 3.07. Acquisition of Notes by the Company and its Affiliates 30 Article 4. Repurchase and Redemption 30 Section 4.01. No Sinking Fund 30 Section 4.02. Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change 30 Section 4.03. Right of the Company to Redeem the Notes 35 Article 5. Conversion 38 Section 5.01. Right to Convert 38 Section 5.02. Conversion Procedures 41 Section 5.03. Settlement upon Conversion 43 Section 5.04. Reserve and Status of Common Stock Issued upon Conversion 46 Section 5.05. Adjustments to the Conversion Rate 46 Section 5.06. Voluntary Adjustments 56 Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change 57 Section 5.08. Exchange in Lieu of Conversion 58 Section 5.09. Effect of Common Stock Change Event 59 Article 6. Successors 61 Section 6.01. When the Company May Merge, Etc. 61 Section 6.02. Successor Entity Substituted 61 Article 7. Defaults and Remedies 61 Section 7.01. Events of Default 61 Section 7.02. Acceleration 63 Section 7.03. Sole Remedy for a Failure to Report 64 Section 7.04. Other Remedies 65 Section 7.05. Waiver of Past Defaults 65 Section 7.06. Control by Majority 65 Section 7.07. Limitation on Suits 66 Section 7.08. Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration 66 Section 7.09. Collection Suit by Trustee 66 Section 7.10. Trustee May File Proofs of Claim 67 Section 7.11. Priorities 67 Section 7.12. Undertaking for Costs 68 Article 8. Amendments, Supplements and Waivers 68 Section 8.01. Without the Consent of Holders 68 Section 8.02. With the Consent of Holders 69 Section 8.03. Notice...
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change 4648 Section 2.12. Removal of Transfer Restrictions 4749 Section 2.13. Replacement Notes 4749 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes 4750 Section 2.15. Cancellation 4750 Section 2.16. Notes Held by the Company or its Affiliates 4850 Section 2.17. Temporary Notes 4850 Section 2.18. Outstanding Notes 4851 Section 2.19. Repurchases by the Company 4952 Section 2.20. CUSIP and ISIN Numbers 4952 Article 3. Covenants 4952 Section 3.01. Payment on Notes 4952 Section 3.02. Exchange Act Reports 5052 Section 3.03. Rule 144A Information 5053 Section 3.04. Registration Rights; Additional Interest 5153 Section 3.05. Compliance and Default Certificates 5154 Section 3.06. Stay, Extension and Usury Laws 5254 Section 3.07. Acquisition of Notes by the Company and its Affiliates 5254 Section 3.08. Restricted Payments 5255
Exchange and Cancellation of Notes to Be Converted, Redeemed or Repurchased.
Exchange and Cancellation. On the date hereof, pursuant to Section 3(a)(9) of the Securities Act, the Holder hereby agrees to convey, assign and transfer the Notes to the Company in exchange for which the Company agrees to issue the Rights to the Holder and, upon delivery of the Rights to the Holder, the parties shall consummate the Cancellation in accordance herewith.
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 24 Section 2.12. Removal of Transfer Restrictions. 25 Section 2.13. Replacement Notes. 25 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 26 Section 2.15. Cancellation. 26 Section 2.16. Notes Held by the Company or its Affiliates. 26 Section 2.17. Temporary Notes. 26 Section 2.18. Outstanding Notes. 27 Section 2.19. Repurchases by the Company. 28 Section 2.20. CUSIP and ISIN Numbers. 28 Article 3. Covenants 28 Section 3.01. Payment on Notes. 28 Section 3.02. Exchange Act Reports. 28 Section 3.03. Rule 144A Information. 29 Section 3.04. Additional Interest. 29
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 25 Section 2.12. Removal of Transfer Restrictions. 26 Section 2.13. Replacement Notes. 27 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 27
Exchange and Cancellation. Upon the terms and subject to the conditions set forth in this Agreement, the Warrantholders shall, severally and not jointly, surrender to the Company for cancellation the Warrantholders’ Series B Warrants and Series C Warrants in the amounts set forth opposite their respective names on Exhibit A hereto, and in exchange for such surrendered Series B Warrants and Series C Warrants, the Company shall cancel the surrendered Series B Warrants and Series C Warrants and issue to the Warrantholders: 26,728,369 warrants (the “Exchange Warrants”) to purchase an aggregate of 26,728,369 shares of Common Stock (the “Warrant Shares”) in the amounts set forth opposite their respective names on Exhibit A hereto, at a price per Warrant of $1.13 (the “Purchase Price”). The Exchange Warrants shall be comprised of two tranches as follows: (a) Series B/C Exchange Warrants (“Series B/C Exchange Warrants”) exercisable for an aggregate of 20,442,346 shares of Common Stock, with an exercise price equal to the Purchase Price and; (b) Series D Warrants (“Series D Warrants”) exercisable for an aggregate of 6,286,023 shares of Common Stock, with an exercise price equal to the Purchase Price. Upon delivery of a Warrantholder’s Series B Warrants and Series C Warrants to the Company, such Series B Warrants and Series C Warrants shall be cancelled and terminated and such Warrantholder shall have no further rights in such Series B Warrants or Series C Warrants.
Exchange and Cancellation. OF NOTES TO BE EXCHANGED OR TO BE REPURCHASED PURSUANT TO A REPURCHASE UPON FUNDAMENTAL CHANGE.
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 25 Section 2.12. Removal of Transfer Restrictions. 26 Section 2.13. Replacement Notes. 26 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 27 Section 2.15. Cancellation. 27 Section 2.16. Notes Held by the Company or its Affiliates. 27 Section 2.17. Temporary Notes. 27 Section 2.18. Outstanding Notes. 28 Section 2.19. Repurchases by the Company. 28 Section 2.20. CUSIP and ISIN Numbers. 29 Article 3. Covenants 29 Section 3.01. Payment on Notes. 29 Section 3.02. Exchange Act Reports. 29 Section 3.03. Rule 144A Information. 30 Section 3.04. Additional Interest. 30 Section 3.05. Compliance and Default Certificates. 31 Section 3.06. Stay, Extension and Usury Laws. 31 Section 3.07. Acquisition of Notes by the Company and its Affiliates. 31 Article 4. Repurchase and Redemption 32 Section 4.01. No Sinking Fund. 32 Section 4.02. Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. 32 Section 4.03. Right of the Company to Redeem the Notes. 36 Article 5. Conversion 39 Section 5.01. Right to Convert. 39 Section 5.02. Conversion Procedures. 43
Exchange and Cancellation. Article II is hereby amended by adding the following new Section 2.07A immediately following Section 2.07:
