Net Convertible Notes Proceeds

Net Convertible Notes Proceeds. (a) the cash proceeds received by the Borrower from the sale of Convertible Notes, net of (b) the sum of (i) the net amounts paid in connection with the establishment of any related Permitted Convertible Notes Call Transaction and (ii) all fees and out‐of‐pocket expenses paid by the Borrower in connection with the transactions referred to in the preceding clauses (a) and (b)(i).