Conversion Procedures. The form of Notice of Conversion included in the Certificate of Designations sets forth the totality of the procedures required of [[Organization A:Organization]] in order to convert the Series L Preferred Shares. No additional legal opinion, other information or instructions shall be required of [[Organization A:Organization]] to convert their Series L Preferred Shares. [[Organization B:Organization]] shall honor conversions of the Series L Preferred Shares and shall deliver the Securities in accordance with the terms, conditions and time periods set forth in the Exchange Documents.

CONVERSION PROCEDURES. In order to convert any Conversion Amount into applicable shares of Common Stock pursuant to Section 3 above, the Holder shall # deliver an executed notice of conversion, in the form attached hereto as Exhibit I (the “Conversion Notice”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 11), in each case, to the Chief Financial Officer of the Company in accordance with Section 20. On or before the first (1st) trading day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) trading day following the date of receipt of a Conversion Notice, the Company shall cause the Transfer Agent to issue and deliver the Conversion Shares by means of delivery of book entry shares to the account of the Holder or to the account of the securities intermediary of the Holder for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion pursuant to this Section 4 and the then-outstanding Principal of this Note is greater than the portion of the Principal being converted, then the Company shall as soon as practicable and in no event later than three (3) business days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note representing the outstanding Principal not converted. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding the foregoing, any Conversion Shares issuable in connection with a Change of Control Conversion shall be issued within three (3) business days following the actual effective date of the Change of Control.

As provided in Subdivision 14(d)(v), dividends on any share of Series B Preferred Stock converted to Common Stock shall cease to accumulate on the Mandatory Conversion Date or any applicable Conversion Date, as applicable, and such shares of Series B Preferred Stock shall cease to be outstanding upon conversion.

Currency. All amounts payable and calculations under this Agreement shall be in Euros. As applicable, Net Sales and any royalty deductions shall be translated into Euros using the exchange rate published by the European Central Bank or, for any particular exchange rate not published by the European Central Bank, published by Bloomberg, in each case on the last Business Day of each month during the applicable Calendar Quarter. If, due to restrictions or prohibitions imposed by national or international authority, a given payment cannot be made as provided in this [Section 4.5.4], the Parties shall consult with a view to finding a prompt and acceptable solution. If the Parties are unable to identify a mutually acceptable solution regarding such payment, then Licensee may elect, in its sole discretion, to deliver such payment in the relevant jurisdiction and in the local currency of the relevant jurisdiction.

Currency. Unless otherwise specified, all references to currency amounts in this Agreement shall mean United States dollars.

Currency. All payments owed under this Agreement shall be paid in Euro in immediately available funds and shall be made by wire transfer to a bank account held in the name of Recordati (details of which will be set out in the relevant invoice).

CURRENCY. All dollar amounts referred to in this Note are in United States Dollars, and, unless converted into the Company’s equity securities pursuant to the terms hereof, all amounts owing under this Note shall be paid in such currency.

Judgments. A final judgment or order for the payment of money in excess of One Hundred Thousand Dollars ($100,000) (that is not covered by insurance) shall be rendered against Borrower or any of its Subsidiaries and the same shall remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed, or any judgment, writ, assessment, warrant of attachment, or execution or similar process shall be issued or levied against a substantial part of the property of Borrower or any of its Subsidiaries and such judgment, writ, or similar process shall not be released, stayed, vacated or otherwise dismissed within thirty (30) days after issue or levy; or

Judgments. One or more final judgments is entered against any Borrower for the payment of money in excess of, in the aggregate, $200,000.00, which is not satisfied, dismissed or bonded pending appeal within thirty (30) days after the entry thereof.

Judgments. There is entered against any Loan Party or any Consolidated Entity # a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or # any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, # enforcement proceedings are commenced by any creditor upon such judgment or order, or # there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or