Common use of Convertible Notes Restrictions Clause in Contracts

Convertible Notes Restrictions. No Loan Party shall, or shall permit any Subsidiary to, amend, restate, supplement, change, waive or otherwise modify the terms of any Indebtedness referred to in Section 6.19 (other than with respect to the 3.25% Original Convertible Notes as expressly provided in the February 2020 Exchange Agreement and Fourth Amendment or other than with respect to Remaining Original 3.25% Convertible Notes and the 5.00% Convertible Notes in connection with a Permitted Convertible Note Refinancing) if the effect of such amendment, restatement, supplement, change, waiver or modification (a) increases the interest rate or fees on, or changes the manner or timing of payment of, such Indebtedness if in any way adverse to the Agent or the Lenders, (b) accelerates or shortens the dates upon which payments of principal or interest are due on, or the principal amount of, such Indebtedness, (c) changes in a manner adverse to any Loan Party, any of its Subsidiaries, Agent or any Lender any event of default or add or make more restrictive any covenant with respect to such Indebtedness, (d) changes the prepayment provisions of such Indebtedness or any of the defined terms related thereto in a manner adverse to Agent or the Lenders, (e) changes or amends any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Loan Party, any of its Subsidiaries, Agent or Lenders, (f) is contrary to (or is in violation or breach of) the terms and provisions of this Agreement or any other Loan Document (including the Intercreditor Agreement, the Second Lien Subordination and Intercreditor Agreement and the Japan Lifeline Subordination Agreement); or (g) could reasonably be expected to be materially adverse to the rights, interests or privileges of Agent or the Lenders or their ability to enforce the same (it being understood that any amendments, restatements, supplements, changes, waivers or other modifications that (1) move the stated maturity date of the Remaining Original 3.25% Convertible Notes or the 5.00% Convertible Notes to an earlier date, (2) are part of any refinancing or extension of any 3.25% Convertible Note Documents or any 5.00% Convertible Note Documents (or any Indebtedness evidenced thereby or related thereto) that is not a Permitted Convertible Note Refinancing or (3) changes the conversion rate or conversion period or otherwise adds or changes any required or mandatory conversions or cash settlements, in each case of clauses (1)—(3), shall be deemed to be materially adverse to Agent and the Lenders); provided, however, that (y) the foregoing shall not restrict any changes expressly required under the terms of the Remaining Original 3.25% Convertible Notes as in effect on the Fourth Amendment Effective Date, the 5.00% Convertible Notes as in effect as of the Fourth Amendment Effective Date, any changes contemplated in the February 2020 Exchange Agreement and Fourth Amendment or any changes that are permitted to be made hereunder in connection with a Permitted Convertible Note Refinancing or any changes expressly required under any indenture governing any Permitted Convertible Note Refinancing that satisfies the conditions and requirements set forth in the definition of “Permitted Convertible Note Refinancing” and (z) for the avoidance of doubt, the exchange of the “Exchanged Deerfield Convertible Notes” (as defined in the Term Credit Agreement) for the “Last Out Waterfall Loans” (as defined in the Term Credit Agreement) shall not be restricted by this Section 6.24. The Loan Parties will, prior to entering into any such amendment, restatement, supplement, change, waiver or modification (including, for the avoidance of doubt, those that are permitted by this Section 6.24), deliver to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent) reasonably in advance of the execution thereof, any final or execution form copy thereof.

Convertible Notes Restrictions. No Loan Party shallThe Borrower will not, or shall nor will it permit any Restricted Subsidiary to, amend, restate, supplement, change, waive or otherwise modify the terms of any Indebtedness referred to in Section 6.19 (other than with respect to the 3.25% Original Convertible Notes as expressly provided in the February 2020 Exchange Agreement and Fourth Amendment or other than with respect to Remaining Original 3.25% Convertible Notes and the 5.00% Convertible Notes in connection with a Permitted Convertible Note Refinancing) if the effect of such amendment, restatement, supplement, change, waiver or modification (a) increases except for the interest rate or fees on, or changes the manner or timing of payment of, such Indebtedness if in any way adverse to the Agent or the Lenders, (b) accelerates or shortens the dates upon which regularly scheduled payments of principal and interest required under the Convertible Notes Documents and cash payments in settlement of the Borrower’s obligations under the Convertible Notes Documents upon the conversion or required repurchase of any Convertible Notes thereunder, directly or indirectly, retire, redeem, defease, repurchase or prepay prior to the scheduled due date thereof any part of the principal of, or interest are due on, or the principal amount of, such Indebtedness, (c) changes in a manner adverse to any Loan Party, any of its Subsidiaries, Agent or any Lender any event of default or add or make more restrictive any covenant with respect to such Indebtedness, (d) changes the prepayment provisions of such Indebtedness or any of the defined terms related thereto in a manner adverse to Agent or the Lenders, (e) changes or amends any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Loan Party, any of its Subsidiaries, Agent or Lenders, (f) is contrary to (or is in violation or breach of) the terms and provisions of this Agreement or any other Loan Document (including the Intercreditor Agreement, the Second Lien Subordination and Intercreditor Agreement and the Japan Lifeline Subordination Agreement); or (g) could reasonably be expected to be materially adverse to the rights, interests or privileges of Agent or the Lenders or their ability to enforce the same (it being understood that any amendments, restatements, supplements, changes, waivers or other modifications that (1) move the stated maturity date of the Remaining Original 3.25% Convertible Notes or the 5.00% Convertible Notes to an earlier date, (2) are part of any refinancing or extension of any 3.25% Convertible Note Documents or any 5.00% Convertible Note Documents (or any Indebtedness evidenced thereby or related thereto) that is not a Permitted Convertible Note Refinancing or (3) changes the conversion rate or conversion period or otherwise adds or changes any required or mandatory conversions or cash settlements, in each case of clauses (1)—(3), shall be deemed to be materially adverse to Agent and the Lendersthereof); provided, however, that the Borrower may retire, redeem, defease, repurchase or prepay the Convertible Notes (yor any Permitted Refinancing thereof) with the proceeds of any Permitted Refinancing or, so long as no Default or Event of Default shall have occurred and be continuing at the time thereof or would result therefrom and no Borrowing Base Deficiency exists, with the proceeds of any substantially contemporaneous issuance of Equity Interests of the Borrower or (b) enter into or permit any supplement, modification or amendment of, or waive any right or obligation of any Person under, any Convertible Notes Document or any document governing any Permitted Refinancing of the Convertible Notes if the effect thereof would be to (i) shorten its average life or maturity, (ii) increase the amount of any payment or principal thereof, (iii) increase the rate or shorten any period for payment of interest thereon or (iv) make the covenants contained therein more materially onerous to the Borrower and its Subsidiaries, provided that the foregoing shall not restrict any changes expressly required under prohibit the terms execution of (x) supplemental indentures associated with the Remaining Original 3.25% incurrence of additional Convertible Notes as in effect on to the Fourth Amendment Effective Dateextent permitted by Section 7.01(k), the 5.00% Convertible Notes as in effect as of the Fourth Amendment Effective Date, any changes contemplated in the February 2020 Exchange Agreement and Fourth Amendment (y) other indentures or any changes that are permitted to be made hereunder agreements in connection with a Permitted Convertible Note Refinancing or any changes expressly required under any indenture governing the issuance of any Permitted Refinancing of the Convertible Note Refinancing that satisfies the conditions and requirements set forth in the definition of “Permitted Convertible Note Refinancing” and Notes or (z) for the avoidance of doubtsupplements, the exchange of the “Exchanged Deerfield Convertible Notes” (as defined in the Term Credit Agreement) for the “Last Out Waterfall Loans” (as defined in the Term Credit Agreement) shall not be restricted by this Section 6.24. The Loan Parties will, prior to entering into any such amendment, restatement, supplement, change, waiver modifications or modification (including, for the avoidance of doubt, those amendments that are permitted by this Section 6.24), deliver acceptable to the Administrative Agent (and, during any Third Party Agent Retention Period, also and not materially adverse to the Third Party Agent) reasonably in advance of the execution thereof, any final or execution form copy thereofLenders.

Convertible Notes Restrictions. No Loan Party shall, or shall permit any Subsidiary to, amend, restate, supplement, change, waive or otherwise modify the terms of any Indebtedness referred to in Section 6.19 above (other than with respect to the 3.25% Original Convertible Notes as expressly provided in the February 2020 Exchange Agreement and Fourth Amendment or other than with respect to Remaining Original 3.25% Convertible Notes and the 5.00% Convertible Notes Notes, in connection with a Permitted 3.25% Convertible Note Refinancing) if the effect of such amendment, restatement, supplement, change, waiver or modification is to (a) increases increase the interest rate or fees on, or changes change the manner or timing of payment of, such Indebtedness if in any way adverse to the Agent or the Lenders, (b) accelerates accelerate or shortens shorten the dates upon which payments of principal or interest are due on, or the principal amount of, such Indebtedness, (c) changes change in a manner adverse to any Loan Party, any of its Subsidiaries, Agent or any Lender any event of default or add or make more restrictive any covenant with respect to such Indebtedness, (d) changes change the prepayment provisions of such Indebtedness or any of the defined terms related thereto in a manner adverse to Agent or the Lenders, or (e) changes change or amends amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Loan Party, any of its Subsidiaries, Agent or Lenders, (f) is contrary to (or is in violation or breach of) the terms and provisions of this Agreement or any other Loan Document (including the Intercreditor Agreement, the Second Lien Subordination and Intercreditor Agreement and the Japan Lifeline Subordination Agreement); or (g) could reasonably be expected to be materially adverse to the rights, interests or privileges of Agent or the Lenders or their ability to enforce the same (it being understood that any amendments, restatements, supplements, changes, waivers or other modifications that (1) move the stated maturity date of the Remaining Original 3.25% Convertible Notes or the 5.00% Convertible Notes to an earlier date, (2) are part of any refinancing or extension of any 3.25% Convertible Note Documents or any 5.00% Convertible Note Documents (or any Indebtedness evidenced thereby or related thereto) that is not a Permitted Convertible Note Refinancing or (3) changes the conversion rate or conversion period or otherwise adds or changes any required or mandatory conversions or cash settlements, in each case of clauses (1)—(3), shall be deemed to be materially adverse to Agent and the Lenders); provided, however, that (y) the foregoing shall not restrict any changes expressly required under the terms of the Remaining Original 3.25% Convertible Notes as in effect on the Fourth Amendment Effective Date, the 5.00% Convertible Notes as in effect as of the Fourth Amendment Effective Prior Agreement Date, any changes contemplated the 2.25% Convertible Notes as in effect as of the February 2020 Exchange Agreement and Fourth Amendment Closing Date or any changes that are permitted to be made hereunder in connection with a Permitted 3.25% Convertible Note Refinancing or any changes expressly required under any indenture governing any Permitted 3.25% Convertible Note Refinancing that satisfies the conditions and requirements set forth in the definition of “Permitted 3.25% Convertible Note Refinancing” and (z) for the avoidance of doubt, the exchange of the “Exchanged Deerfield Convertible Notes” (as defined in the Term Credit Agreement) for the “Last Out Waterfall Loans” (as defined in the Term Credit Agreement) under the Term Credit Agreement on the Closing Date shall not be restricted by this Section 6.24. The Loan Parties will, prior to entering into any such amendment, restatement, supplement, change, waiver or modification (including, for the avoidance of doubt, those that are permitted by this Section 6.24)modification, deliver to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent) reasonably in advance of the execution thereof, any final or execution form copy thereof.

Convertible Notes Restrictions. No Loan Party shall, or shall permit any Subsidiary to, amend, restate, supplement, change, waive or otherwise modify the terms of any Indebtedness referred to in Section 6.19 above (other than with respect to the 3.25% Original Convertible Notes as expressly provided in the February 2020 Exchange Agreement and Fourth Amendment or other than with respect to Remaining Original 3.25% Convertible Notes and the 5.00% Convertible Notes Notes, in connection with a Permitted 3.25% Convertible Note Refinancing) if the effect of such amendment, restatement, supplement, change, waiver or modification is to (a) increases increase the interest rate or fees on, or changes change the manner or timing of payment of, such Indebtedness if in any way adverse to the Agent or the Lenders, (b) accelerates accelerate or shortens shorten the dates upon which payments of principal or interest are due on, or the principal amount of, such Indebtedness, (c) changes change in a manner adverse to any Loan Party, any of its Subsidiaries, Agent or any Lender any event of default or add or make more restrictive any covenant with respect to such Indebtedness, (d) changes change the prepayment provisions of such Indebtedness or any of the defined terms related thereto in a manner adverse to Agent or the Lenders, or (e) changes change or amends amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Loan Party, any of its Subsidiaries, Agent or Lenders, (f) is contrary to (or is in violation or breach of) the terms and provisions of this Agreement or any other Loan Document (including the Intercreditor Agreement, the Second Lien Subordination and Intercreditor Agreement and the Japan Lifeline Subordination Agreement); or (g) could reasonably be expected to be materially adverse to the rights, interests or privileges of Agent or the Lenders or their ability to enforce the same (it being understood that any amendments, restatements, supplements, changes, waivers or other modifications that (1) move the stated maturity date of the Remaining Original 3.25% Convertible Notes or the 5.00% Convertible Notes to an earlier date, (2) are part of any refinancing or extension of any 3.25% Convertible Note Documents or any 5.00% Convertible Note Documents (or any Indebtedness evidenced thereby or related thereto) that is not a Permitted Convertible Note Refinancing or (3) changes the conversion rate or conversion period or otherwise adds or changes any required or mandatory conversions or cash settlements, in each case of clauses (1)—(3), shall be deemed to be materially adverse to Agent and the Lenders); provided, however, that (y) the foregoing shall not restrict any changes expressly required under the terms of the Remaining Original 3.25% Convertible Notes as in effect on the Fourth Amendment Effective Date, the 5.00% Convertible Notes as in effect as of the Fourth Prior AgreementSecond Amendment Effective Date, any changes contemplated the 2.25% Convertible Notes as in effect as of the February 2020 Exchange Agreement and Fourth Amendment Closing Date or any changes that are permitted to be made hereunder in connection with a Permitted 3.25% Convertible Note Refinancing or any changes expressly required under any indenture governing any Permitted 3.25% Convertible Note Refinancing that satisfies the conditions and requirements set forth in the definition of “Permitted 3.25% Convertible Note Refinancing” and (z) for the avoidance of doubt, the exchange of the “Exchanged Deerfield Convertible Notes” (as defined in the Term Credit Agreement) for the “Last Out Waterfall Loans” (as defined in the Term Credit Agreement) under the Term Credit Agreement on the Closing Date shall not be restricted by this Section 6.24. The Loan Parties will, prior to entering into any such amendment, restatement, supplement, change, waiver or modification (including, for the avoidance of doubt, those that are permitted by this Section 6.24), deliver to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent) reasonably in advance of the execution thereof, any final or execution form copy thereof.

Convertible Notes Restrictions. No Loan Party shallPrior to the termination of all Commitments and the payment and performance in full of the Obligations, or shall the Borrower will not, nor will it permit any Restricted Subsidiary to, amend(a) except for the regularly scheduled payments of interest required under the Convertible Notes and payments made solely with the proceeds of Pledged Securities or shares of Borrower's common stock, restatedirectly or indirectly, supplementretire, changeredeem, defease, repurchase or prepay prior to the scheduled due date thereof any part of the principal of, or interest on, the Convertible Notes, or (b) enter into or permit any modification or amendment of, or waive any material right or otherwise modify obligation of any Person under any Convertible Notes if the effect of any such modification or amendment is to (i) increase the maximum principal amount of the Indebtedness evidenced by the Convertible Notes or the rate of interest on any such Indebtedness (other than as a result of the imposition of a default rate of interest in accordance with the terms of the Convertible Notes), (ii) change or add any Indebtedness referred to in Section 6.19 (other than event of default or any covenant with respect to the 3.25% Original Indebtedness evidenced by the Convertible Notes as expressly provided in the February 2020 Exchange Agreement and Fourth Amendment or other than with respect to Remaining Original 3.25% Convertible Notes and the 5.00% Convertible Notes in connection with a Permitted Convertible Note Refinancing) if the effect of such amendment, restatement, supplement, change, waiver change or modification (a) increases addition is to cause any one or more of the interest rate Convertible Notes to be more restrictive on any Credit Party than such Convertible Notes were prior to such change or fees on, or changes the manner or timing of payment of, such Indebtedness if in any way adverse to the Agent or the Lendersaddition, (biii) accelerates or shortens change the dates upon which payments of principal or interest on the Indebtedness evidenced by the Convertible Notes are due on, or the principal amount of, such Indebtednessdue, (civ) changes in a manner adverse to change any Loan Party, any of its Subsidiaries, Agent redemption or any Lender any event of default or add or make more restrictive any covenant with respect to such Indebtedness, (d) changes the prepayment provisions of such the Indebtedness or any of evidenced by the defined terms related thereto in a manner adverse to Agent or the LendersConvertible Notes, (ev) changes grant any Liens in any assets or amends properties of any Credit Party to secure the Convertible Notes other term if such change than the Pledged Securities, or amendment would materially increase the obligations of the (vi) cause any Restricted Subsidiary to become an obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Loan Party, any of its Subsidiaries, Agent or Lenders, (f) is contrary to (or is in violation or breach of) the terms and provisions of this Agreement or any other Loan Document (including the Intercreditor Agreement, the Second Lien Subordination and Intercreditor Agreement and the Japan Lifeline Subordination Agreement); or (g) could reasonably be expected to be materially adverse to the rights, interests or privileges of Agent or the Lenders or their ability to enforce the same (it being understood that any amendments, restatements, supplements, changes, waivers or other modifications that (1) move the stated maturity date of the Remaining Original 3.25% Convertible Notes by Guarantee or the 5.00% Convertible Notes to an earlier date, (2) are part of any refinancing or extension of any 3.25% Convertible Note Documents or any 5.00% Convertible Note Documents (or any Indebtedness evidenced thereby or related thereto) that is not a Permitted Convertible Note Refinancing or (3) changes the conversion rate or conversion period or otherwise adds or changes any required or mandatory conversions or cash settlements, in each case of clauses (1)—(3), shall be deemed to be materially adverse to Agent and the Lenders); provided, however, that (y) the foregoing shall not restrict any changes expressly required under the terms of the Remaining Original 3.25% Convertible Notes as in effect on the Fourth Amendment Effective Date, the 5.00% Convertible Notes as in effect as of the Fourth Amendment Effective Date, any changes contemplated in the February 2020 Exchange Agreement and Fourth Amendment or any changes that are permitted to be made hereunder in connection with a Permitted Convertible Note Refinancing or any changes expressly required under any indenture governing any Permitted Convertible Note Refinancing that satisfies the conditions and requirements set forth in the definition of “Permitted Convertible Note Refinancing” and (z) for the avoidance of doubt, the exchange of the “Exchanged Deerfield Convertible Notes” (as defined in the Term Credit Agreement) for the “Last Out Waterfall Loans” (as defined in the Term Credit Agreement) shall not be restricted by this Section 6.24. The Loan Parties will, prior to entering into any such amendment, restatement, supplement, change, waiver or modification (including, for the avoidance of doubt, those that are permitted by this Section 6.24), deliver to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent) reasonably in advance of the execution thereof, any final or execution form copy thereofotherwise.

Convertible Notes Restrictions. No Loan Party shallPrior to the termination of all Commitments and the payment and performance in full of the Obligations, or shall the Borrower will not, nor will it permit any Restricted Subsidiary to, amend(a) except for (i) the regularly scheduled payments of interest required under the Convertible Notes Documents, restate(ii) payments made solely with shares of Borrower’s common stock or preferred stock (other than Disqualified Stock) and (iii) the exchange of any Original Convertible Note for a New Convertible Note having the same face amount (including the payment of all accrued but unpaid interest thereon), supplementdirectly or indirectly, changeretire, redeem, defease, repurchase or prepay prior to the scheduled due date thereof any part of the principal of, or interest on, the Convertible Notes, or (b) enter into or permit any modification or amendment of, or waive any material right or otherwise modify obligation of any Person under any Convertible Notes Document if the effect of any such modification or amendment is to (i) increase the maximum principal amount of the Indebtedness evidenced by the Convertible Notes Documents or the rate of interest on any such Indebtedness (other than as a result of the imposition of a default rate of interest in accordance with the terms of the Convertible Notes Documents ), (ii) change or add any Indebtedness referred to in Section 6.19 (other than event of default or any covenant with respect to the 3.25% Original Indebtedness evidenced by the Convertible Notes as expressly provided in the February 2020 Exchange Agreement and Fourth Amendment or other than with respect to Remaining Original 3.25% Convertible Notes and the 5.00% Convertible Notes in connection with a Permitted Convertible Note Refinancing) Documents if the effect of such amendment, restatement, supplement, change, waiver change or modification (a) increases addition is to cause any one or more of the interest rate Convertible Notes Documents to be more restrictive on any Credit Party than such Convertible Notes Documents were prior to such change or fees on, or changes the manner or timing of payment of, such Indebtedness if in any way adverse to the Agent or the Lendersaddition, (biii) accelerates or shortens change the dates upon which payments of principal or interest on the Indebtedness evidenced by the Convertible Notes Documents are due on, or the principal amount of, such Indebtednessdue, (civ) changes in a manner adverse to change any Loan Party, any of its Subsidiaries, Agent redemption or any Lender any event of default or add or make more restrictive any covenant with respect to such Indebtedness, (d) changes the prepayment provisions of such the Indebtedness or any of evidenced by the defined terms related thereto in a manner adverse to Agent or the LendersConvertible Notes Documents, (e) changes or amends any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to any Loan Party, any of its Subsidiaries, Agent or Lenders, (f) is contrary to (or is in violation or breach of) the terms and provisions of this Agreement or any other Loan Document (including the Intercreditor Agreement, the Second Lien Subordination and Intercreditor Agreement and the Japan Lifeline Subordination Agreement); or (gv) could reasonably be expected grant any Liens in any assets or properties of any Credit Party to be materially adverse to secure the rights, interests or privileges of Agent or Indebtedness evidenced by the Lenders or their ability to enforce the same (it being understood that any amendments, restatements, supplements, changes, waivers or other modifications that (1) move the stated maturity date of the Remaining Original 3.25% Convertible Notes or the 5.00% Convertible Notes to an earlier date, (2) are part of any refinancing or extension of any 3.25% Convertible Note Documents or any 5.00% Convertible Note Documents (or any Indebtedness evidenced thereby or related thereto) that is not a Permitted Convertible Note Refinancing or (3) changes the conversion rate or conversion period or otherwise adds or changes any required or mandatory conversions or cash settlements, in each case of clauses (1)—(3), shall be deemed to be materially adverse to Agent and the Lenders); provided, however, that (y) the foregoing shall not restrict any changes expressly required under the terms of the Remaining Original 3.25% Convertible Notes as in effect on the Fourth Amendment Effective Date, the 5.00% Convertible Notes as in effect as of the Fourth Amendment Effective Date, any changes contemplated in the February 2020 Exchange Agreement and Fourth Amendment or any changes that are permitted to be made hereunder in connection with a Permitted Convertible Note Refinancing or any changes expressly required under any indenture governing any Permitted Convertible Note Refinancing that satisfies the conditions and requirements set forth in the definition of “Permitted Convertible Note Refinancing” and (z) for the avoidance of doubt, the exchange of the “Exchanged Deerfield Convertible Notes” (as defined in the Term Credit Agreement) for the “Last Out Waterfall Loans” (as defined in the Term Credit Agreement) shall not be restricted by this Section 6.24. The Loan Parties will, prior to entering into any such amendment, restatement, supplement, change, waiver or modification (including, for the avoidance of doubt, those that are permitted by this Section 6.24), deliver to Agent (and, during any Third Party Agent Retention Period, also the Third Party Agent) reasonably in advance of the execution thereof, any final or execution form copy thereofDocuments.