Company Debentures. (i) Prior to the Effective Time the Company shall use reasonable best efforts to obtain consents from the holders of the Company Debentures or otherwise to amend each Company Debenture to provide for the automatic conversion immediately prior to the Merger of such Company Debenture into Company Common Stock in accordance with the terms of the Company Debentures as of the date hereof. Shares of Company Common Stock issuable upon such conversion shall be deemed issued and outstanding as of the Effective Time for purposes of this Agreement.
(ii) Any Company Debenture outstanding immediately prior to the Effective Time and which is not subject to automatic conversion pursuant to Section 2.4(g)(i) or otherwise as of the Merger shall be deemed assumed by the Surviving Corporation and to constitute an obligation of the Surviving Corporation; provided that, on the terms and conditions as were applicable under such Company Debenture prior to the Effective Time, each Company Debenture shall cease to be convertible into shares of Company Common Stock or shares of capital stock of the Surviving Corporation, but shall be convertible into the right to receive cash in an amount equal to the product of (i) the number of shares of Company Common Stock into which such Company Debenture would have been convertible in accordance with its terms, multiplied by (ii) the Merger Consideration payable per share of Company Common Stock.
Company Debentures. Each of the Company, Parent and Sub shall take each action required to be taken by such party pursuant to the Indenture dated as of August 20, 2003, between the Company and The Bank of New York, as trustee, with respect to the Company Debentures, as necessary to consummate the Merger and the other transactions contemplated by this Agreement in compliance therewith.
Company Debentures. All the Company's outstanding 1995 Series Three Year Ten Percent Convertible Debentures shall have been redeemed by the Company or converted by the holders thereof into shares of Company Common Stock in each case in accordance with the terms thereof and the Company shall have no remaining obligations or liabilities whatsoever thereunder or in connection therewith.
Company Debentures. (a) The Company shall use commercially reasonable efforts to provide, or shall use commercially reasonable efforts to cause to be provided, in accordance with the applicable provisions of the Indenture dated as of April 11, 2011, between Wilmington Trust Company, as trustee, and the Company (the “Indenture”) under which were issued the Company Debentures to the trustee under the Indenture and to each Debentureholder (as defined in the Indenture), any notices and announcements required by the Indenture to be delivered prior to the Effective Time in connection with the Merger and the other transactions contemplated by this Agreement.
(b) The Surviving Corporation shall, on the Closing Date, execute such supplemental indenture to the Indenture as may be required under the Indenture in connection with the Merger and the other transactions contemplated by this Agreement.
(c) The Company or the Surviving Corporation, as applicable, shall use commercially reasonable efforts to take all such further action as may be necessary to comply with all of the terms and conditions of the Indenture in connection with the Merger and the other transactions contemplated by this Agreement, including (i) delivery of any officers’ certificates and opinions of counsel required by each the Indenture, (ii) conducting any offer required under the Indenture to repurchase Company Debentures issued thereunder, and (iii) taking any such other actions required in connection with clauses (i) and (ii).
Company Debentures. The requisite holders of the Company Debentures, by outstanding principal amount, shall have agreed to (x) waive the negative covenant set forth in Section 204 of the Trust Indenture dated as of August 1, 1997 with respect to the Company Debentures, and (y) reduce the requirement that the letter of credit be at all times 107% of the outstanding principal balance to 100%. Seventy-five percent (75%) of the holders of the Debentures, by outstanding principal amount, shall have executed releases in favor of the Company in substance substantially similar to Section 12.4.
Company Debentures. In accordance with the Plan of Arrangement, at the time specified in the Plan of Arrangement, all Company Debentures outstanding immediately prior to the Effective Time shall be redeemed and the Company shall pay, in cash, in respect of such redeemed Company Debentures, the Debenture Consideration, subject to the applicable Tax withholding and other source deduction provisions of the Plan of Arrangement.
Company Debentures. The Company has provided the Purchaser with true, correct and complete copies of the Company Debentures and there has been no amendment or other modification to such Company Debentures (save and except where such amendment or modification was approved by the Holder in writing). The total aggregate principal amount available to the Company pursuant to the Company Debentures is $20,000,000. The terms, conditions, covenants and agreements of all Company Debentures are substantially similar in all respects. No Company Debenture contains any term, condition, covenant or agreement in favour of the respective holder thereof, and which would be beneficial to such holder, that is not contained in all Company Debentures in substantially equivalent form.
Company Debentures. 47 SECTION 6.12
Company Debentures. Prior to the Effective Date, the Company shall use its best efforts to cause the Company Debentures to be converted into 1,111,111 shares of Company Common Stock. Prior to the Effective Date, the Company shall use its best efforts to deliver to Parent an agreement executed by the holders of the Company Debentures pursuant to which such holders agree to tender to the Company the Company Debentures in exchange for the issuance of 1,111,111 shares of Company Common Stock.
Company Debentures. The Purchaser acknowledges and agrees that following the Effective Time, (i) the Company Debentures will remain outstanding and will continue to be governed in accordance with the terms of the Company Indenture, (ii) that the transactions contemplated by this Agreement will constitute a “Liquidity Event” (as such term is defined in the Company Indenture) entitling the holders of the Company Debentures to convert their Company Debentures for Resulting Issuer Common Shares in accordance with the terms of the Company Indenture, and (iii) all obligations of the Company pursuant to the Company Indenture (including, for greater certainty, the obligation to repay the principal amount outstanding under each such Company Debenture) will become obligations of the Resulting Issuer. The Purchaser agrees to execute and enter into such documents as may be requested by Odyssey, as collateral agent, to give effect to the foregoing, including, without limitation, the Supplemental Indenture.
