Convertible Note Documents. All representations and warranties of the Company contained in the Convertible Note Documents to which it is party are true and correct as of the Closing Date.
Convertible Note Documents. A true and complete copy of each Convertible Note Document (a) is a Company SEC Document as of the date hereof, or (y) has been provided to the Purchaser as of the date hereof. Each Convertible Note Document is in full force and effect and, to the knowledge of the Company, enforceable against the counterparties of the applicable Group Company which is party thereto. The Company and its Subsidiaries and, to the knowledge of the Company, each other party thereto, are not in material default under, or in material breach or violation of, any Convertible Note Document.
Convertible Note Documents. Borrower shall deliver to Agent true and correct executed copies of the Convertible Note Documents promptly upon issuance of the Convertible Notes.
Convertible Note Documents. Contemporaneously with the execution of this agreement, the Partnership is exe- cuting and delivering the Convertible Note Documents. Upon the delivery of any Conversion Notice and the satisfaction of any other conditions to exercise of the Conversion Right by any holder of one or more Convertible Notes, the General Partner shall execute such instruments and take such other actions as shall be necessary to evidence the conversion and issuance of Class A Units contemplated by the Convertible Note Documents and such Conversion Notice.
Convertible Note Documents. 25 5.06 Transfers Pursuant to JMB Agreement ............... 26 ARTICLE 6 - PROFITS, LOSSES AND DISTRIBUTIONS
Convertible Note Documents. Make or cause to be made any cash payment or cash settlement in respect of any Permitted Convertible Notes, Permitted Bond Hedge Transactions or Permitted Warrant Transactions, except for:
(a) Payment of (i) reasonable and customary fees and expenses (including, without limitation, any initial purchasers’ discount, any indemnification, contribution and other contractual obligations owed to any initial purchasers and any fees of financial advisors to the Borrower) incurred in connection with the Permitted Convertible Notes, Permitted Bond Hedge Transactions or Permitted Warrant Transactions and (ii) payment of cash in lieu of fractional shares in connection with the conversion of the Permitted Convertible Notes provided, however, that no such payments shall be permitted pursuant to this clause (a)(ii) if an Event of Default has occurred and is continuing or would result therefrom;
(b) Payment of any regularly scheduled cash interest payments in respect of the Permitted Convertible Notes; provided, however, that no such payments shall be permitted pursuant to this clause (b) if an Event of Default has occurred and is continuing or would result therefrom; and
(c) Payment of the initial purchase price for each Permitted Bond Hedge Transaction; provided that such purchase price less the proceeds received by the Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Borrower from the issuance of the Permitted Convertible Notes issued in connection with such Permitted Bond Hedge Transaction.”
Convertible Note Documents. The Company shall use its reasonable best efforts to maintain in full force and effect the Convertible Note Documents in accordance with the terms thereof. The Company shall provide Parent with copies of all Convertible Note Documents and shall give Parent prompt written notice upon becoming aware of (A) any breach or default (or any event or circumstance which, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by any party to any of the Convertible Note Documents, (B) any actual or potential failure to carry out any of the terms of any of the Convertible Note Documents, (C) any actual or threatened termination or repudiation of any of the Convertible Note Documents by any party thereto, or (D) any material dispute or disagreement between or among any of the parties to any of the Convertible Note Documents.
Convertible Note Documents. At the Closing, the Convertible Note Documents will have been duly executed, acknowledged (where appropriate) and delivered to the Purchaser by the Company, all in form and substance satisfactory to the Purchaser.
Convertible Note Documents. Contemporaneously with the execution and delivery of this agreement, the Partnership is executing and delivering the Convertible Note Documents. Upon the delivery of any Conversion Notice and the satisfaction of any other conditions to exercise of the Conversion Right by any holder of one or more Convertible Notes, the Managing General Partner shall execute such instruments and take such other actions (including, without limitation, issuance of one or more Unit Certificates) as shall be necessary to evidence the conversion and issuance of Class A Units contemplated by the Convertible Note Documents and such Conversion Notice. Each Partner that may hereafter become a Tag-Along Seller shall, upon request to do so by the Managing General Partner, comply with those provisions of Section 4.19 of the Convertible Note Indenture (as in effect on the date hereof) that are applicable to a Tag-Along Seller to the extent necessary to cause the Partnership to fulfill its obligations under such Section in respect of any Tag-Along Sale.
Convertible Note Documents in Section 1.1 of the Credit Agreement is hereby amended and restated to read as follows:
