Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower Agent, the Administrative Agent and such Lender.

available to the Facility Agent for the Borrower by no later than 2.00 pm on the Drawdown Date.

Without prejudice to the Borrower's obligation under Clause 7.1 above, if:

By a cashless (broker-assisted) exercise;

​ a “Cashless Exercise” with respect to ​ Warrant Shares.

If the Participant exercises this option using either the cashless sell-all exercise method or the cashless sell-to-cover method, it is not necessary to obtain a Tax Clearance Certificate (as described above) or a transfer of funds application form. In addition, under a cashless sell-to-cover method, the Participant may acquire and hold shares up to any amount, even in excess of [[Unknown Identifier]]. The value of the shares acquired using a cashless sell-to-cover exercise method will not be counted against the [[Unknown Identifier]] limit. The sale proceeds of such shares may be held offshore and will not count against the investment limit.

(A) = the VWAP on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

All or part of the Purchase Price for an exercise of this option may be paid either (a) in cash, by wire transfer or by certified check or bank cashier’s check, payable to the order of the Company, or (b) by surrendering a number of Shares received upon exercise of this option such that the Fair Market Value of such surrendered shares is equal to the aggregate Exercise Price of all shares being received pursuant to an exercise of this option (a “Cashless Exercise”); provided, however, that the Company shall have the discretion to determine whether a Cashless Exercise may be made upon each exercise of an option by the Participant. Any Cashless Exercise under this [Section 5] will be conducted in a manner acceptable to the Company through a third party broker, and otherwise in compliance with [Section 402] of the Sarbanes‑Oxley Act.

consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan;