Convertible Notes; Capped Calls Sample Clauses

Convertible Notes; Capped Calls. (a) Notwithstanding anything to the contrary in this Agreement, at or prior to the Effective Time, the Company shall use reasonable best efforts to (i) take all actions necessary in accordance with the terms of the Convertible Notes Indentures, including the giving of any notices that may be required in connection with any repurchases or conversions of Convertible Notes occurring as a result of the Merger and the other Transactions contemplated by this Agreement constituting a “Fundamental Change” or “Make-Whole Fundamental Change” as such terms are defined in the Convertible Notes Indentures, (ii) prepare any supplemental indentures required in connection with the Merger and the other Transactions and the consummation thereof to be executed and delivered to the Trustee at or prior to the Effective Time, in form and substance reasonably satisfactory to the Trustee and Parent, and (iii) deliver any opinions of counsel required to be delivered at or prior to the Effective Time and any officer’s certificates or other documents or instruments, as may be necessary to comply with all of the terms and conditions of the Convertible Notes Indentures in connection with the Merger and the Transactions; provided that opinions of counsel required by the Convertible Notes Indentures, as may be necessary to comply with all of the terms and conditions of the Convertible Notes Indentures in connection with the Merger and the Transactions shall be delivered by Parent and its counsel to the extent required to be delivered after the Effective Time, and may take any actions as may be permitted or contemplated under the terms of the Convertible Notes Indentures, including electing any “Settlement Method” (as defined in the Convertible Notes Indentures) for and settling any conversion of any Convertible Notes. (b) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on any notices, certificates, press releases, supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required to be delivered pursuant to or in connection with any Convertible Notes or the Convertible Notes Indentures prior to the dissemination or making thereof, and the Company shall respond as promptly as reasonably practicable to any reasonable questions from, and reflect any reasonable comments made by, Parent or its counsel with respect thereto prior to the dissemination or making thereof. (c) Prior to the Effective Time, the Com...