Common use of Certain Conversions Not Deemed Payment Clause in Contracts

Certain Conversions Not Deemed Payment. For the purposes of this Article Four only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article Fifteen shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.3), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such Note. For the purposes of this Section 4.8, the term "junior securities" means (a) shares of any stock of any class of the Company or (b) securities of the Company that are subordinated in right of payment to all Senior Indebtedness that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Four. Nothing contained in this Article Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors (other than holders of Senior Indebtedness) and the Noteholders, the right, which is absolute and unconditional, of the Holder of any Note to convert such Note in accordance with Article Fifteen.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article Fifteen shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.315.03), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such Note. For the purposes of this Section 4.84.08, the term "junior securities" means (a) shares of any stock of any class of the Company or (b) securities of the Company that are subordinated in right of payment to all Senior Indebtedness that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Four. Nothing contained in this Article Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors (other than holders of Senior Indebtedness) and the Noteholders, the right, which is absolute and unconditional, of the Holder of any Note to convert such Note in accordance with Article Fifteen.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four 4 only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article Fifteen 15 and (2) the payment, issuance or delivery of cash, property or securities upon conversion of a Note as a result of any transaction specified in Section 15.06 shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.3), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such Note. For the purposes of this Section 4.84.08, the term "junior securities" means (a) shares of any stock of any class of the Company or (b) securities of the Company that are subordinated in right of payment to all Senior Indebtedness that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Four4. Nothing contained in this Article Four 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors (other than holders of Senior Indebtedness) and the Noteholders, the right, which is absolute and unconditional, of the Holder of any Note to convert such Note in accordance with Article Fifteen15.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four 5 only, : (1a) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article Fifteen 4 hereof shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (interest, including Liquidated DamagesSpecial Interest, if any) , on Notes Securities or on account of the purchase or other acquisition of Notes, and Securities; and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.34.03 hereof), property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal ofprincipal, premium, if any, or interest (interest, including Liquidated DamagesSpecial Interest, if any) on , of such NoteSecurity. For the purposes of this Section 4.85.11, the term "“junior securities" means ” means: (a1) shares of any stock of any class of the Company or Common Stock; or (b2) other securities of the Company that are subordinated in right of payment to all Senior Indebtedness Debt that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article FourArticle. Nothing contained in this Article Four 5 or elsewhere in this the Indenture or in the Notes Securities is intended to or shall impair, as among the Company, its creditors (other than holders of Senior IndebtednessDebt) and the NoteholdersHolders of Securities, the right, which is absolute and unconditional, of the Holder of any Note Security to convert such Note Security in accordance with Article Fifteen4 hereof.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four 13 only, : (1) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article Fifteen 12 hereof shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes Securities or on account of the purchase or other acquisition of NotesSecurities, and and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.312.3 hereof), property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such NoteSecurity. For the purposes of this Section 4.813.11, the term "“junior securities" means ” means: (a) shares of any common stock of any class of the Company or or (b) other securities of the Company that are subordinated in right of payment to all Senior Indebtedness Debt that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article FourArticle. Nothing contained in this Article Four 13 or elsewhere in this Indenture or in the Notes Securities is intended to or shall impair, as among the Company, its creditors (other than holders of Senior IndebtednessDebt) and the NoteholdersHolders of Securities, the right, which is absolute and unconditional, of the Holder of any Note Security to convert such Note Security in accordance with Article Fifteen12 hereof.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four 4 only, (1) the issuance and delivery of junior securities upon conversion of Notes Debentures in accordance with Article Fifteen 15 shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes Debentures or on account of the purchase or other acquisition of NotesDebentures, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.315.03), property or securities (other than junior securities) upon conversion of a Note Debenture shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such NoteDebenture. For the purposes of this Section 4.84.08, the term "“junior securities" ” means (a) shares of any stock of any class of the Company or (b) securities of the Company that are subordinated in right of payment to all Senior Indebtedness Debt that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Debentures are so subordinated as provided in this Article Four4. Nothing contained in this Article Four 4 or elsewhere in this Indenture or in the Notes Debentures is intended to or shall impair, as among the Company, its creditors (other than holders of Senior IndebtednessDebt) and the NoteholdersDebentureholders, the right, which is absolute and unconditional, of the Holder holder of any Note Debenture to convert such Note Debenture in accordance with Article Fifteen15.

Certain Conversions Not Deemed Payment. For the purposes of -------------------------------------- this Article Four only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article Fifteen shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.3), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such Note. For the purposes of this Section 4.8, the term "junior securities" means (a) shares of any stock of any class of the Company or (b) securities of the Company that are subordinated in right of payment to all Senior Indebtedness that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Four. Nothing contained in this Article Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors (other than holders of Senior Indebtedness) and the Noteholders, the right, which is absolute and unconditional, of the Holder of any Note to convert such Note in accordance with Article Fifteen.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four XIII only, : (1a) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article Fifteen XII hereof shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, of or interest (including Liquidated Damages, if any) on Notes Securities or on account of the purchase or other acquisition of NotesSecurities, and and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.312.3 hereof), property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal of, premium, if any, of or interest (including Liquidated Damages, if any) on such NoteSecurity. For the purposes of this Section 4.813.11, the term "“junior securities" means ” means: (a) shares of any common stock of any class of the Company or or (b) other securities of the Company that are subordinated in right of payment to all Senior Indebtedness Debt that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent thanthat, the Notes Securities are so subordinated as provided in this Article FourArticle. Nothing contained in this Article Four XIII or elsewhere in this Indenture or in the Notes Securities is intended to or shall impair, as among the Company, its creditors (other than holders of Senior IndebtednessDebt) and the NoteholdersHolders of Securities, the right, which is absolute and unconditional, of the Holder of any Note Security to convert such Note Security in accordance with Article FifteenXII hereof.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four VI only, (1) the issuance and delivery of junior securities upon conversion of Notes Debentures in accordance with Article Fifteen 4 of the Indenture shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes Debentures or on account of the purchase or other acquisition of NotesDebentures, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.34.3 of the Indenture), property or securities (other than junior securities) upon conversion of a Note Debenture shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such NoteDebenture. For the purposes of this Section 4.86.8, the term "junior securities" means (a) shares of any stock of any class of the Company Parent or (b) securities of the Company Parent that are subordinated in right of payment to all Parent Senior Indebtedness that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Debentures are so subordinated as provided in this Article FourVI. Nothing contained in this Article Four VI or elsewhere in this First Supplemental Indenture, in the Indenture or in the Notes Debentures is intended to or shall impair, as among the CompanyParent, its creditors (other than holders of Parent Senior Indebtedness) and the NoteholdersSecurityholders, the right, which is absolute and unconditional, of the Holder Securityholder of any Note Debenture to convert such Note Debenture in accordance with Article Fifteen4 of the Indenture.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four IV only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article Fifteen XV shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.3), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such Note. For the purposes of this Section 4.8, the term "junior securities" means (a) shares of any stock of any class of the Company or (b) securities of the Company that are subordinated in right of payment to all Senior Indebtedness Obligations that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article FourArticle. Nothing contained in this Article Four IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors (other than holders of Senior IndebtednessObligations) and the Noteholders, the right, which is absolute and unconditional, of the Holder of any Note to convert such Note in accordance with Article FifteenXV.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four Eleven only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article Fifteen Fourteen shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, Principal of or interest (including Liquidated Damages, if any) on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.3)cash, property or securities (other than junior securities) upon conversion of a Note or pursuant to Section 4.14 shall not be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Principal of such Note. For the purposes of this Section 4.811.10, the term "junior securities" means (a) shares of any stock of any class of the Company or into which the Notes are convertible pursuant to Article Fourteen and (b) securities of the Company that which are subordinated in right of payment to all Senior Indebtedness that Debt which may be outstanding at the time of issuance or delivery of such securities to substantially at least the same extent as, or to a greater extent than, as the Notes are so subordinated as provided in this Article FourEleven. Nothing contained in this Article Four Eleven or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors (other than holders of Senior IndebtednessDebt) and the NoteholdersHolders of the Notes, the right, which is absolute and unconditional, of the Holder of any Note Notes to convert such Note Notes in accordance with Article FifteenFourteen.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four 4 only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article Fifteen 15 shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.315.03), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such Note. For the purposes of this Section 4.84.08, the term "junior securities" means (a) shares of any stock of any class of the Company or (b) securities of the Company that are subordinated in right of payment to all Senior Indebtedness Debt that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Four4. Nothing contained in this Article Four 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors (other than holders of Senior IndebtednessDebt) and the Noteholders, the right, which is absolute and unconditional, of the Holder of any Note to convert such Note in accordance with Article Fifteen15.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four 4 only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article Fifteen 15 shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) , on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except including the Principal Return, but excluding cash in satisfaction of fractional shares pursuant to Section 15.315.02(b)(iii)), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) , on such Note. For the purposes of this Section 4.84.08, the term "“junior securities" ” means (a) shares of any stock of any class of the Company or (b) securities of the Company that are subordinated in right of payment to all Senior Indebtedness Obligations that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article FourArticle. Nothing contained in this Article Four 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors (other than holders of Senior IndebtednessObligations) and the Noteholders, the right, which is absolute and unconditional, of the Holder holder of any Note to convert such Note in accordance with Article Fifteen15.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four XVII only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article Fifteen XV shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.3), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such Note. For the purposes of this Section 4.817.9, the term "junior securities" means (a) shares of any stock of any class of the Company Guarantor or (b) securities of the Company Guarantor that are subordinated in right of payment to all Guarantor Senior Indebtedness that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article FourArticle. Nothing contained in this Article Four XVII or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the CompanyGuarantor, its creditors (other than holders of Guarantor Senior Indebtedness) and the Noteholders, the right, which is absolute and unconditional, of the Holder of any Note to convert such Note in accordance with Article FifteenXV.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four 5 only, : (1a) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article Fifteen 4 hereof shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (interest, including Liquidated DamagesSpecial Interest, if any) , on Notes Securities or on account of the purchase or other acquisition of Notes, and Securities; and (2b) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.34.03 hereof), property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal ofprincipal, premium, if any, or interest (interest, including Liquidated DamagesSpecial Interest, if any) on , of such NoteSecurity. For the purposes of this Section 4.85.11, the term "“junior securities" means ” means: (a1) shares of any stock of any class of the Company or Common Stock; or (b2) other securities of the Company that are subordinated in right of payment to all Senior Indebtedness Debt that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article Four5. Nothing contained in this Article Four 5 or elsewhere in this the Indenture or in the Notes Securities is intended to or shall impair, as among the Company, its creditors (other than holders of Senior IndebtednessDebt) and the NoteholdersHolders of Securities, the right, which is absolute and unconditional, of the Holder of any Note Security to convert such Note Security in accordance with Article Fifteen4 hereof.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four 13 only, : (1) the issuance and delivery of junior securities upon conversion of Notes Securities in accordance with Article Fifteen 12 hereof shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, of or interest (including Liquidated Damages, if any) on Notes Securities or on account of the purchase or other acquisition of NotesSecurities, and and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.312.3 hereof), property or securities (other than junior securities) upon conversion of a Note Security shall be deemed to constitute payment on account of the principal of, premium, if any, of or interest (including Liquidated Damages, if any) on such NoteSecurity. For the purposes of this Section 4.813.11, the term "“junior securities" means ” means: (a) shares of any common stock of any class of the Company or or (b) other securities of the Company that are subordinated in right of payment to all Senior Indebtedness Debt that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes Securities are so subordinated as provided in this Article FourArticle. Nothing contained in this Article Four 13 or elsewhere in this Indenture or in the Notes Securities is intended to or shall impair, as among the Company, its creditors (other than holders of Senior IndebtednessDebt) and the NoteholdersHolders of Securities, the right, which is absolute and unconditional, of the Holder of any Note Security to convert such Note Security in accordance with Article Fifteen12 hereof.

Certain Conversions Not Deemed Payment. For the purposes of this Article Four 4 only, (1) the issuance and delivery of junior securities Junior Securities upon conversion of Notes in accordance with Article Fifteen 15 shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.315.03 hereof), property or securities (other than junior securitiesJunior Securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such Note. For the purposes of this Section 4.8, 4.08 the term "junior securities" “Junior Securities” means (a) shares of any stock of any class of the Company or (b) securities of the Company that are subordinated in right of payment to all Senior Indebtedness that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Four4. Nothing contained in this Article Four 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors (other than holders of Senior Indebtedness) and the Noteholders, the right, which is absolute and unconditional, of the Holder holder of any Note to convert such Note in accordance with Article Fifteen4.

Certain Conversions Not Deemed Payment. For the -------------------------------------- purposes of this Article Four only, (1) the issuance and delivery of junior securities upon conversion of Notes in accordance with Article Fifteen shall not be deemed to constitute a payment or distribution on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on Notes or on account of the purchase or other acquisition of Notes, and (2) the payment, issuance or delivery of cash (except in satisfaction of fractional shares pursuant to Section 15.3), property or securities (other than junior securities) upon conversion of a Note shall be deemed to constitute payment on account of the principal of, premium, if any, or interest (including Liquidated Damages, if any) on such Note. For the purposes of this Section 4.8, the term "junior securities" means (a) shares of any stock of any class of the Company or (b) securities of the Company that are subordinated in right of payment to all Senior Indebtedness that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Four. Nothing contained in this Article Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors (other than holders of Senior Indebtedness) and the Noteholders, the right, which is absolute and unconditional, of the Holder of any Note to convert such Note in accordance with Article Fifteen.