Common use of Exchange Settlement Clause in Contracts

Exchange Settlement. (a) Subject to the satisfaction (or waiver) of all of the conditions to the Exchange set forth in Sections 7.01, 7.02 and 7.03, the Exchange shall be consummated and become effective on the date of, and immediately following, the closing of the Public Offering, or such later date and time as is mutually agreed to by the Borrower and the Deerfield Lenders (the date of the Public Offering closing or later mutually agreed date, the “Effective Date” and the time of such closing or later mutually agreed time, the “Effective Time”). (b) Upon the Effective Time, the Borrower shall issue and deliver to each Participating Lender (i) a certificate, duly executed on behalf of the Borrower and not bearing any restrictive legend, representing such Participating Lender’s Exchange Shares and () such Participating Lender’s Exchange Warrant, duly executed on behalf of the Borrower. (c) Upon the Effective Time, (i) each Participating Lender shall be deemed for all purposes to have become the legal, beneficial and record holder of its Exchange Shares and Exchange Warrants and (ii) the Obligations under each Participating Lender’s Exchanged Note(s) shall be deemed to have been reduced by such Participating Lender’s Exchanged Principal Amount (it being acknowledged and agreed that, in the case of DPDF, such reduction shall be applied first to reduce the Obligations under its December 2019 Note and, if such Obligations are satisfied in full after giving effect to such reduction, to reduce the Obligations under its A&R Senior Secured Convertible Note). (d) As promptly as possible following the Effective Time, (A) the Borrower shall deliver to each Participating Lender in respect of its Exchanged Note(s) a replacement Note of like tenor (but giving effect to the amendments contemplated herein), in a principal amount that gives effect to the Exchange and the prepayment made pursuant to Section 2.01, and (B) each Participating Lender shall thereafter deliver its existing Exchanged Note(s) for cancellation. For the avoidance of doubt, neither the Exchange nor the effectiveness of the amendments to the Facility Agreement contemplated hereby shall be conditioned upon, or be subject to, the delivery of such new Notes by the Borrower or delivery of the existing Notes by the Participating Lenders.

Exchange Settlement. (a) Subject to the satisfaction (or waiver) of all of the conditions to the Exchange set forth in Sections 7.01, 7.02 5.01 and 7.035.02, the Exchange shall be consummated and become effective on upon the date of, execution and immediately following, the closing delivery of the Public Offering, or such later date and time as is mutually agreed to by the Borrower and the Deerfield Lenders this Agreement (the date of the Public Offering closing or later mutually agreed date, the “Effective Date” and the time of such closing or later mutually agreed timeeffectiveness, the “Effective Time”). (b) Upon the Effective Time, the Borrower shall issue and deliver to each Participating the Lender (i) a certificate, duly executed on behalf the Exchange Shares by causing the Company’s designated transfer agent to electronically transmit the Exchange Shares to the Lender by crediting the account of the Borrower and not bearing any restrictive legend, representing such Participating Lender’s Exchange Shares prime broker with The Depository Trust Company through its Deposit/Withdrawal at Custodian system as specified in instructions provided by the Lender prior to the Closing and (ii) such Participating Lender’s the Exchange Warrant, duly executed on behalf of the Borrower. (c) Upon the Effective Time, (i) each Participating the Lender shall be deemed for all purposes to have become the legal, beneficial and record holder of its the Exchange Shares and the Exchange Warrant and, upon the issuance to the Lender of the Exchange Shares and Exchange Warrants Warrant and payment to the Lender of the Cash Interest (iias defined below) as provided in Section 1.03, the Obligations under each Participating Lender’s Exchanged Note(s) the Note shall be deemed to have been reduced by such Participating Lender’s the Exchanged Principal Amount (it being acknowledged and agreed that, in the case of DPDF, such reduction shall be applied first to reduce the Obligations under its December 2019 Note and, if such Obligations are satisfied in full after giving effect to such reduction, to reduce the Obligations under its A&R Senior Secured Convertible Note)Amount. (d) As promptly as possible following In accordance with the Facility Agreement, on the Effective TimeDate, (A) the Borrower shall deliver to each Participating the Lender in respect replacement of its Exchanged Note(s) a replacement the Note of like tenor (but giving effect to the amendments contemplated herein), an Original Loan Convertible Note in a principal amount that gives effect to the Exchange Exchange. As promptly as possible thereafter (and provided that the prepayment made pursuant to Section 2.01, and (B) each Participating Lender shall thereafter have received the Exchange Shares, the Exchange Warrant and payment to the Lender of the Cash Interest as provided in Section 1.03) the Lender shall deliver its existing Exchanged Note(s) the Note for cancellation. For the avoidance of doubt, neither the Exchange nor the effectiveness of the amendments to the Facility Agreement contemplated hereby shall be conditioned upon, or be subject to, the delivery of such new Notes Original Loan Convertible Note by the Borrower or delivery of the existing Notes Note by the Participating LendersLender.