Common use of Convertible Notes Clause in Contracts

Convertible Notes. Through and including the Effective Time, within the time periods required by the Company Indenture, the Company and its Subsidiaries shall take all such actions as may be required in accordance with, and subject to, the terms of the Company Indenture or under applicable Legal Requirements, including the giving of any notices that may be required and any repurchases or conversions of the Company Notes occurring, in each case as a result of, or in connection with, the execution and delivery of this Agreement or the consummation of the Merger or any other transaction contemplated hereby. Through and including the Effective Time, the Company shall undertake the preparation of, and shall execute and deliver at the times provided in the Company Indenture, any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required in connection with the execution and delivery of this Agreement or the consummation of the Merger and the other transactions contemplated hereby pursuant to the Company Indenture or under any Legal Requirements (including a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Article XI and Sections 10.01, 10.05, 14.07 and 17.05 of the Company Indenture, in each case in form and substance reasonably acceptable to Purchaser and relating to the consummation of the Merger and the other transactions contemplated hereby, to be executed and delivered at or prior to the Effective Time). The Company shall provide Parent, Purchaser and their counsel reasonable opportunity (which shall not be less than three business days) to review and comment on any notices, certificates, press releases, supplemental indentures, legal opinions, officers’ certificates or other documents or instruments deliverable pursuant to or in connection with the Company Indenture prior to the dispatch or making thereof, and the Company shall promptly respond to any reasonable questions from, and reflect any reasonable comments made by, Parent or its counsel with respect thereto prior to the dispatch or making thereof. The Company shall use its reasonable best efforts to cause the trustee under the Company Indenture to execute any supplemental indenture described in this Section 6.16. In addition, the Company shall promptly notify Parent following the occurrence of any event that would require an adjustment to the conversion rate under the Company Indenture.

Convertible Notes. Through and including On the Effective Time, within the time periods required by the Company Indenture, the Company and its Subsidiaries shall take all such actions as may be required in accordance with, and subject to, the terms of the Company Indenture or under applicable Legal Requirements, including the giving of any notices that may be required and any repurchases or conversions of the Company Notes occurring, in each case as a result of, or in connection with, the execution and delivery of this Agreement or the consummation of the Merger or any other transaction contemplated hereby. Through and including the Effective TimeClosing Date, the Company shall undertake (a) deliver or cause to be delivered to the preparation oftrustee under the Indenture (the “Trustee”) written notice (the “Redemption Notice”) of the Company’s election to redeem all of the Convertible Notes thirty (30) days following the Closing (or, and shall execute and deliver at if such day is not a Business Day, the times provided in first Business Day thereafter) pursuant to Section 6.01 of the Company IndentureIndenture (the “Redemption”), together with any supplemental indenturescertificates, legal opinions, officers’ certificates opinions of counsel or other documents or instruments that may be required in connection with the execution and delivery of this Agreement the Redemption Notice to the Trustee, and (b) take such actions required to be taken by the Indenture in order to satisfy and discharge the Company’s obligations thereunder; provided, that Parent or the consummation of the Merger and the other transactions contemplated hereby pursuant Sub shall provide funds to the Company Indenture in an amount sufficient to pay, or under otherwise pay on behalf of the Company, the Redemption Price (as defined in the Indenture), together with all other prepayment, redemption or similar fees that may be payable in connection with the Redemption. In addition, the Company shall timely deliver or cause to be delivered to the Trustee and the holders of the Convertible Notes any Legal Requirements (including a supplemental indenturenotices, officer’s certificate and opinion publications, certificates, opinions of counsel pursuant and other communications required to Article XI be delivered, and Sections 10.01timely take any other actions required to be taken, 10.05, 14.07 and 17.05 of by the Company Indenture, in each case in form and substance reasonably acceptable to Purchaser and relating to respect of the consummation of Offer, the Merger and the other transactions contemplated hereby, . The Company shall not cause or permit a Default (as such term is defined in the Indenture) or an Event of Default (as such term is defined in the Indenture) to be executed and delivered at or occur prior to the Effective Time). The Company shall provide Parent, Purchaser Parent and their counsel Merger Sub with a reasonable opportunity (which shall not be less than three business days) to review and comment on any noticesall such notices (including the Redemption Notice), certificatespublications and other communications to holders of the Convertible Notes or the Trustee, press releases, supplemental indentures, legal opinions, officers’ certificates or other documents or instruments deliverable pursuant to or in connection with the Company Indenture prior to the dispatch their delivery or making thereofpublication, and the Company shall promptly respond give reasonable and good faith consideration to any reasonable questions from, and reflect any reasonable comments made by, by Parent or its counsel with respect thereto prior to the dispatch or making thereofand Merger Sub. The Company shall use its reasonable best efforts to cause the trustee under provide Parent with copies of all such notices, publications and other communications. The Company shall promptly provide Parent and Merger Sub with (i) any communications, whether written or oral, that the Company Indenture or its counsel may receive from any holder of the Convertible Notes or the Trustee promptly after the receipt thereof, and (ii) a reasonable opportunity to execute participate with the Company or its counsel in any supplemental indenture described material discussions or meetings with any holder of the Convertible Notes or the Trustee. Between the date of this Agreement and the Effective Time or the earlier termination of this Agreement in this Section 6.16. In additionaccordance with its terms, the Company shall promptly notify use commercially reasonable efforts to coordinate discussions among the Company, Parent following and the Trustee regarding the Redemption. Notwithstanding anything to the contrary in this Section 5.15, nothing herein shall require the Company or any of its Subsidiaries to pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with any Convertible Note or this Section 5.15 (including in connection with the settlement of any conversion obligation), prior to the occurrence of any event that would require an adjustment to the conversion rate under the Company IndentureEffective Time.

Convertible Notes. Through No person or entity is committed to purchase any of the Securities offered pursuant to this Offering, and including no assurance is or can be given that all or any of the Effective TimeSecurities offered hereunder will be sold. Further, within the time periods required by although the Company Indenturehas established an escrow account for the subscription amounts from Subscribers, no minimum amounts of Securities are required to be sold. Proceeds received from the Offering will be available to the Company and its Subsidiaries shall take all such actions as may be required upon receipt, which the Company intends to promptly utilize in accordance with, and subject to, with the terms of the Company Indenture or under applicable Legal Requirements“Use of Proceeds” section of this Subscription Agreement, including the giving payment of any notices that may be required and any repurchases or conversions outstanding obligations. The application of the proceeds of the Offering to the payment of current obligations would reduce the ability of the Company Notes occurring, in each case as to utilize such proceeds for other business purposes. In the event that the Company is unable to sell all or a result of, or in connection withsignificant portion of the Securities pursuant to the Offering, the execution Company may have insufficient capital after making the aforesaid payments to proceed with the Company’s business strategies and delivery thus may be forced to seek additional capital sooner than would have been the case had the Offering been fully subscribed. The Company also may need additional funds from loans and/or the sale of this Agreement securities to repay the Convertible Notes at their maturity date. There can be no assurance that such additional funds will be available to the Company when required on terms acceptable to the Company. The Company’s inability to obtain financing on favorable terms could restrict its operations and could materially harm an investment in the Company. The Company has not entered into any agreement or letter of intent for the consummation of the Merger Next Financing or any other transaction contemplated herebysubsequent financing. Through and including In the Effective Timeevent the Next Financing is not consummated or other financing obtained, the Company shall undertake may not have adequate funds available to repay the preparation ofConvertible Notes. This Offering is being made on a best efforts basis and there is no minimum amount of funds required to hold a closing. This Offering is being made on a “best efforts” rather than a firm commitment basis. No commitment exists by anyone, and shall execute and deliver at including the times provided in Selling Agent, to purchase all or any part of the Securities being offered pursuant to this Offering. There can be no assurance that any Securities offered hereby will be sold. Although the Company Indenturehas established an escrow account for this Offering, any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments there is no “minimum offering” amount required in connection with the execution this Offering and delivery of this Agreement or the consummation of the Merger closings may be held and the other transactions contemplated hereby pursuant funds released to the Company Indenture or under any Legal Requirements (including a supplemental indentureat such times and in such amounts, officer’s certificate and opinion of counsel pursuant up to Article XI and Sections 10.01the maximum Offering amount, 10.05, 14.07 and 17.05 of as determined by the Company Indenture, and Selling Agent in each case in form and substance reasonably acceptable to Purchaser and relating to their discretion once the consummation holders of Prior Debt have executed the Merger and the other transactions contemplated hereby, to be executed and delivered at or prior to the Effective Time). The Company shall provide Parent, Purchaser and their counsel reasonable opportunity (which shall not be less than three business days) to review and comment on any notices, certificates, press releases, supplemental indentures, legal opinions, officers’ certificates or other documents or instruments deliverable pursuant to or in connection with the Company Indenture prior to the dispatch or making thereof, and the Company shall promptly respond to any reasonable questions from, and reflect any reasonable comments made by, Parent or its counsel with respect thereto prior to the dispatch or making thereof. The Company shall use its reasonable best efforts to cause the trustee under the Company Indenture to execute any supplemental indenture described in this Section 6.16. In addition, the Company shall promptly notify Parent following the occurrence of any event that would require an adjustment to the conversion rate under the Company IndentureIntercreditor Agreement.

Convertible Notes. Through (a) On the Closing Date, Parent, Merger Sub and including the Effective TimeCompany shall, within as and to the time periods extent required by the Company Convertible Notes Indenture, the Company and its Subsidiaries shall take all such actions as may be required in accordance withexecute, and subject touse reasonable best efforts to cause the Trustee to execute, any supplemental indenture(s) required by the terms of the Company Convertible Notes Indenture or under applicable Legal Requirements, including the giving of any notices that may be required and any repurchases or conversions of the Company Notes occurring, in each case as a result of, or in connection with, the execution and delivery of this Agreement or the consummation of the Merger or and deliver any certificates and other transaction contemplated herebydocuments required by the Convertible Notes Indenture to be delivered by such persons in connection with such supplemental indenture(s). Through Notwithstanding anything to the contrary in this Agreement and including subject to the immediately preceding sentence, prior to the Effective Time, the Company shall undertake give any notices and take all actions required under the preparation ofterms of the Convertible Notes or the Convertible Notes Indenture as a result of the Merger, and which actions shall execute and deliver at the times provided in include, without limitation, the Company Indenture, any supplemental indentures, legal opinions, officers’ certificates (or its Subsidiaries or other documents or instruments Representatives, as applicable) (i) giving any notices that may be required in connection with the execution and delivery of this Agreement or the consummation of the Merger and the other transactions contemplated hereby pursuant to the Company Indenture or under by this Agreement and settling any Legal Requirements (including a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Article XI and Sections 10.01, 10.05, 14.07 and 17.05 conversions of the Company Convertible Notes occurring prior to or as a result of the Merger in accordance with the terms of the Convertible Notes Indenture, (ii) preparing any supplemental indentures required in each case in form and substance reasonably acceptable to Purchaser and relating to the consummation of connection with the Merger and the other transactions contemplated hereby, by this Agreement and the consummation thereof to be executed and delivered to the Trustee at or prior to the Effective Time). The Company shall provide , in form and substance reasonably satisfactory to the Trustee and Parent, Purchaser and their counsel reasonable opportunity (which shall not be less than three business daysiii) to review taking all such further actions, including, without limitation, delivering any officer’s certificates and comment on any notices, certificates, press releases, supplemental indentures, legal opinions, officers’ certificates or other documents or instruments deliverable pursuant as are necessary to or comply with all of the terms and conditions of the Convertible Notes Indenture in connection with the Company Indenture Merger and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, prior to the dispatch or making thereof, and the Company shall promptly respond to any reasonable questions from, and reflect any reasonable comments made by, Parent or its counsel with respect thereto prior to the dispatch or making thereof. The Company shall use its reasonable best efforts to cause the trustee under the Company Indenture to execute any supplemental indenture described in this Section 6.16. In additionEffective Time, the Company will settle conversions, if any, of the Convertible Notes as required pursuant to the terms of the Convertible Notes Indenture. For the avoidance of doubt, the transactions contemplated by this Agreement, wherever referred to in Section 6.1 of this Agreement, shall promptly notify Parent following the occurrence be deemed to include effecting settlements of any event that would require an adjustment to the conversion rate conversions under the Company terms of the Convertible Notes and the Convertible Notes Indenture.

Convertible Notes. Through To the extent required pursuant to the Indenture, the Company, the Surviving Corporation and including Parent shall take all necessary action to execute and deliver a supplemental indenture to the Trustee (as defined in the Indenture) to the Indenture, effective upon the Effective Time, within to provide, among other things, that on and after the Effective Time, each holder of Convertible Notes shall have the right to convert such Convertible Notes into the conversion consideration determined by reference to the consideration receivable upon consummation of the Merger in respect of each share of Company Common Stock in accordance with, and subject to, the provisions of the Supplemental Indenture governing the conversions of the Convertible Notes issued thereunder (including any applicable increase in the “Conversion Rate”), in each case in accordance with, and subject to, the Indenture (including the time periods required by the Company Indenturespecified therein). In addition, the Company and its Subsidiaries the Surviving Corporation shall take commercially reasonable efforts to take all such actions as may be required in accordance with, and subject to, the terms of the Company Indenture or under applicable Legal Requirements(including the time periods specified therein), including the giving of any notices that may be required and in connection with any repurchases or conversions of the Company Convertible Notes occurring, in each case occurring as a result ofof the Transactions constituting a “Fundamental Change” and/or “Make-Whole Fundamental Change” as such terms are defined in the Supplemental Indenture, or in connection with, the execution and delivery of this Agreement or the consummation of the Merger or any other transaction contemplated hereby. Through and including the Effective Time, the Company shall undertake the preparation of, and shall execute and deliver at the times provided in the Company Indenture, any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required in connection with the execution and delivery of this Agreement or the consummation of the Merger and Merger. The Company shall not make any settlement election under the other transactions contemplated hereby pursuant to the Company Supplemental Indenture or under any Legal Requirements (including a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Article XI and Sections 10.01, 10.05, 14.07 and 17.05 of the Company Indenture, in each case in form and substance reasonably acceptable to Purchaser and relating to the consummation Convertible Notes without the prior written consent of the Merger and the other transactions contemplated herebyParent, to which consent shall not be executed and delivered at unreasonably withheld or prior to the Effective Time)delayed. The Company shall provide Parent, Purchaser Parent and their its counsel reasonable opportunity (which shall not be less than three business days) to review and comment on any notices, certificates, press releases, supplemental indentures, legal opinions, officers’ certificates written notice or other documents or instruments deliverable pursuant communication to or in connection with holders of Convertible Notes or with the Company Trustee under the Indenture prior to the dispatch or making thereof, and the Company shall promptly respond give reasonable and good faith consideration to any reasonable questions from, and reflect any reasonable comments comment made by, by Parent or its counsel with respect thereto prior to the dispatch or making thereof. The Company shall use its reasonable best efforts to cause the trustee under the Company Indenture to execute any supplemental indenture described in this Section 6.16. In addition, the Company shall promptly notify Parent following the occurrence of any event that would require an adjustment to the conversion rate under the Company Indenturecounsel.

Convertible Notes. Through and including As of the Effective Time, within Dermira and Lilly shall have executed and delivered to the time periods Trustee (as defined in the indenture (the “Indenture”) under which Dermira’s 3.00% Convertible Senior Notes due 2022 (the “Convertible Notes”) were issued) a notice of merger event, and Dermira shall have caused the Trustee to execute and deliver a supplemental indenture, as and to the extent required by the Company Indenture, including to provide that on and after the Company and its Subsidiaries shall take all Effective Time, each holder of Convertible Notes will have the right to convert such actions as may be required Convertible Notes into the conversion consideration determined by reference to the consideration receivable upon consummation of the Merger in respect of each Share in accordance with, and subject to, the terms provisions of the Company Indenture or under applicable Legal Requirementsgoverning the conversion of the Convertible Notes issued thereunder. Prior to the Effective Time, including the giving of Xxxxxxx is required to provide any notices notices, officer’s certificates and legal opinions that may be required and any repurchases or conversions under the terms of the Company Convertible Notes occurring, in each case as a result of, or in connection with, the execution and delivery of this Agreement or the consummation of the Merger or any other transaction contemplated hereby. Through and including the Effective Time, the Company shall undertake the preparation of, and shall execute and deliver at the times provided in the Company Indenture, any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required in connection with the execution and delivery of this Agreement or the consummation of the Merger and the other transactions contemplated hereby pursuant to the Company Indenture or under any Legal Requirements (including a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Article XI and Sections 10.01, 10.05, 14.07 and 17.05 of the Company Indenture, in each case in form and substance reasonably acceptable to Purchaser and relating to the consummation of the Merger and the other transactions contemplated hereby, to be executed and delivered at or provided prior to the Effective Time). The Company Stockholder Litigation. Until the termination of the Merger Agreement in accordance with its terms, Dermira shall provide Parent, Purchaser and their counsel reasonable Lilly an opportunity (which shall not be less than three business days) to review and comment on any notices, certificates, press releases, supplemental indentures, legal opinions, officers’ certificates to propose comments to all material filings or other documents or instruments deliverable pursuant responses to or be made by Dermira in connection with the Company Indenture prior any Proceeding commenced, or to the dispatch knowledge of Dermira, threatened in writing, by or making thereofon behalf of one or more stockholders of Dermira against Dermira and its directors relating to any of the Transactions, and the Company Xxxxxxx shall promptly respond give reasonable and good faith consideration to any reasonable questions fromcomments proposed by Lilly. In no event shall Dermira enter into, and reflect agree to or disclose any reasonable comments made by, Parent or its counsel settlement with respect thereto prior to such Proceedings without Xxxxx’x consent, such consent not to be unreasonably withheld, delayed or conditioned, with certain exceptions set forth in the dispatch Merger Agreement. Dermira shall notify Lilly promptly of the commencement or making thereof. The Company shall use its reasonable best efforts to cause the trustee under the Company Indenture to execute any supplemental indenture described in this Section 6.16. In addition, the Company shall promptly notify Parent following the occurrence written threat of any event that would require an adjustment to the conversion rate under the Company Indenturesuch Proceeding of which it has received notice or become aware and shall keep Lilly promptly and reasonably informed regarding any such Proceedings.