Common use of Convertible Debt Clause in Contracts

Convertible Debt. (a) Each Obligor shall not (x) prepay, redeem, purchase, defease or otherwise satisfy at any time (including on the scheduled maturity thereof), in any manner, any Indebtedness under any Convertible Debt Document, or (y) make any payment in violation of any subordination terms of, or subordination or intercreditor agreement applicable to, any Indebtedness under any Convertible Debt Document, except, in the case of clauses (x) and (y), for payments solely consisting of the Equity Interests (other than Disqualified Equity Interests) of Holdings, or otherwise as the Administrative Agent and the Required Lenders may agree in their sole discretion. (b) Each Obligor shall not, and such Obligor shall not permit any of its Restricted Subsidiaries to, directly or indirectly enter into any Convertible Debt Document whose terms, when compared with the terms of the Initial Convertible Debt Notes and the Initial Convertible Debt Purchase Agreement are materially adverse to the Administrative Agent or Lenders, or amend, supplement, waive or otherwise modify any provision of any Convertible Debt Document in a manner that is materially adverse to the Administrative Agent or Lenders, in each case, except as the Administrative Agent and the Required Lenders may otherwise agree in their sole discretion; provided that, (x) with respect to any Convertible Debt Document entered into following the Amendment No. 1 Effective Date, any changes in the provisions with respect to interest rate, maturity and subordination that result in such provisions being inconsistent with Section 1, 2 (other than an extension of the stated maturity date thereof or a reduction in the cash interest rate stated therein) and/or 7 of the Initial Convertible Debt Note shall be deemed materially adverse to the Administrative Agent and the Lenders and (y) any amendment, supplement, waiver or other modification with respect to Section 1, 2 (other than an extension of the stated maturity date thereof or a reduction in the cash interest rate stated therein) and/or 7 of any Initial Convertible Debt Note shall be deemed materially adverse to the Administrative Agent and the Lenders.”

Convertible Debt. (ai) Each Obligor shall not (x) prepay, redeem, purchase, defease or otherwise satisfy at any time (including on the scheduled maturity thereof), in any manner, any Indebtedness under any Convertible Debt Document, or (y) make any payment in violation of any subordination terms of, or subordination or intercreditor agreement applicable to, any Indebtedness under any Convertible Debt Document, except, in the case of clauses (x) and (y), for payments solely consisting of the Equity Interests (other than Disqualified Equity Interests) of Holdings, or otherwise as the Administrative Agent and the Required Lenders may agree in their sole discretion. (bii) Each Obligor shall not, and such Obligor shall not permit any of its Restricted Subsidiaries to, directly or indirectly enter into any Convertible Debt Document whose terms, when compared with the terms of the Initial Convertible Debt Notes and the Initial Convertible Debt Purchase Agreement are materially adverse to the Administrative Agent or Lenders, or amend, supplement, waive or otherwise modify any provision of any Convertible Debt Document in a manner that is materially adverse to the Administrative Agent or Lenders, in each case, except as the Administrative Agent and the Required Lenders may otherwise agree in their sole discretion; provided that, (x) with respect to any Convertible Debt Document entered into following the Amendment No. 1 Effective Date, any changes in the provisions with respect to interest rate, maturity and subordination that result in such provisions being inconsistent with Section 1, 2 (other than an extension of the stated maturity date thereof or a reduction in the cash interest rate stated therein) and/or 7 of the Initial Convertible Debt Note shall be deemed materially adverse to the Administrative Agent and the Lenders and (y) any amendment, supplement, waiver or other modification with respect to Section 1, 2 (other than an extension of the stated maturity date thereof or a reduction in the cash interest rate stated therein) and/or 7 of any Initial Convertible Debt Note shall be deemed materially adverse to the Administrative Agent and the Lenders.”

Convertible Debt. At the Effective Time, with respect to any amount of outstanding and unpaid Indebtedness of NMI convertible into shares of NMI Common Stock for which the holder has exercised its conversion rights prior to the Effective Time (a) Each Obligor shall not (x) prepay, redeem, purchase, defease or otherwise satisfy at any time (including on the scheduled maturity thereof“Convertible Debt”), in each holder of any manner, any Indebtedness under any such Convertible Debt Documentshall be entitled to receive from Parent, in consideration of the termination of the outstanding and unpaid amount of Indebtedness underlying such Convertible Debt and in settlement therefore and in exchange for a release from the holder of such Convertible Debt of any and all claims under, or in connection with the conversion and holding of the Convertible Debt, subject to and in accordance with Section 4.4 of this Agreement, an amount in cash (ywithout interest) make any equal to the sum of (1) the product of (A) the total number of shares of NMI Common Stock that would otherwise have been issuable upon the conversion of such Convertible Debt, excluding anti-dilution adjustments, if any, on or after the Execution Date, multiplied by (B) the Per Share Common Closing Consideration, plus (2) the value attributable to a right to receive upon release from escrow the product of (A) the total number of shares of NMI Common Stock that would otherwise have been issuable upon conversion of such Convertible Debt, excluding anti-dilution adjustments, if any, on or after the Execution Date, multiplied by (B) the Per Share Common Escrow Amount, plus (3) the value attributable to a right to receive upon release from escrow the product of (A) the total number of shares of NMI Common Stock that would otherwise have been issuable upon conversion of such Convertible Debt, excluding anti-dilution adjustments, if any, on or after the Execution Date, multiplied by (B) the Per Share Common Representative Expense Amount, plus (4) the Per Share Earnout Payments, if any, payable on each share of NMI Common Stock underlying such Convertible Debt. The amount of cash each holder of Convertible Debt is entitled to receive for shares of NMI Common Stock into which the Convertible Debt has been converted at or prior to Closing shall be rounded down to the nearest cent and computed after aggregating cash amounts payable for all shares of NMI Common Stock in which the Convertible Debt has been converted by such holder. Notwithstanding anything herein to the contrary, for purposes of the Merger, and this Agreement, the parties intend, to the extent that payment in violation of any subordination terms of, exercise or subordination or intercreditor agreement applicable to, any Indebtedness under any Convertible Debt Document, except, conversion price is required in the case of clauses (x) and (y), for payments solely consisting of the Equity Interests (other than Disqualified Equity Interests) of Holdings, or otherwise as the Administrative Agent and the Required Lenders may agree in their sole discretion. (b) Each Obligor shall not, and such Obligor shall not permit any of its Restricted Subsidiaries to, directly or indirectly enter into any Convertible Debt Document whose terms, when compared connection with the terms of the Initial Convertible Debt Notes and the Initial Convertible Debt Purchase Agreement are materially adverse to the Administrative Agent or Lenders, or amend, supplement, waive or otherwise modify any provision conversion of any Convertible Debt Document in a manner into shares of NMI Common Stock, that is materially adverse to the Administrative Agent or Lenders, in each case, except as the Administrative Agent and the Required Lenders may otherwise agree in their sole discretion; provided that, (x) with respect to any portion of such Convertible Debt Document entered into following that may be so converted, be characterized and treated as a Warrant to purchase NMI Common Stock and that the Amendment No. 1 Effective DateAggregate Merger Consideration and Earnout Payments, any changes if any, payable in the provisions with respect to interest rate, maturity and subordination that result in of such provisions being inconsistent with Section 1, 2 (other than an extension of the stated maturity date thereof or a reduction in the cash interest rate stated therein) and/or 7 of the Initial Convertible Debt Note shall be deemed materially adverse to the Administrative Agent determined in accordance with, and the Lenders and (y) any amendmentsubject to, supplement, waiver or other modification with respect to Section 1, 2 (other than an extension of the stated maturity date thereof or a reduction in the cash interest rate stated therein) and/or 7 of any Initial Convertible Debt Note shall be deemed materially adverse to the Administrative Agent and the Lenders1.7(i)(iii).”