Common use of Convertible Notes Clause in Contracts

Convertible Notes. (a) At and prior to the Closing, the Company shall comply in a timely manner with all of the provisions of the 2029 Indenture and all applicable Legal Requirements in connection therewith applicable to the Company, including executing and delivering supplemental indentures to the 2029 Indenture in connection with the Merger, the delivery, issuance or entry into any notices, certificates, legal opinions or other documents or instruments required to comply with the 2029 Indenture; provided, that (i) the Company shall deliver a copy of any such supplemental indenture, notice, certificate, legal opinion or other document to Parent reasonably in advance of delivering or entering into such supplemental indenture, notice, certificate, legal opinion or other document in accordance with the terms of the 2029 Indenture and (ii) prior to the Closing, the Company shall not, except as otherwise set forth in this Section 4.19, amend, modify, supplement or terminate the 2029 Indenture or take any action that would result in a change to the Conversion Rate (as defined in the 2029 Indenture as in effect on the date hereof), in each case, without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed. The Company shall provide Parent and its counsel reasonable opportunity to review and comment on any supplemental indentures, notices, certificates or other documents or instruments deliverable pursuant to the 2029 Indenture prior to the dispatch or making thereof and, subject to comments to legal opinions which shall be considered in good faith, shall consider in good faith all reasonable comments provided by Parent and its counsel with respect thereto. (b) Notwithstanding the foregoing, nothing in this Section 4.19 shall require the Company to (i) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with the 2029 Indenture prior to the occurrence of the Effective Time (other than to the extent expressly required under such 2029 Indenture), (ii) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, in each case with respect to the 2029 Indentures, that is effective prior to the occurrence of the Effective Time, or (iii) refrain from delivering, or delay the delivery of, any notice required by the terms of the 2029 Indenture (it being understood that to the extent reasonably practicable the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant notice).

Appears in 1 contract

Samples: Merger Agreement (Avid Bioservices, Inc.)

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Convertible Notes. (a) At The Company shall take all actions as may be required in accordance with, and prior subject to the Closingterms of, the Company shall comply in a timely manner with all of the applicable provisions of the 2029 Company Indenture, including the giving of any notices required by the Company Indenture (including those notices that may be required pursuant to Section 11.02, Section 15.01(b), Section 15.02, Section 15.03, Section 15.06, 15.09 and all applicable Legal Requirements Section 19.02 thereof, in connection therewith applicable each case to the Company, including executing and delivering supplemental indentures to the 2029 Indenture extent applicable) in connection with the Merger, Transactions and any repurchases or conversions of the delivery, issuance Convertible Notes issued under the Company Indenture occurring as a result of or entry into any notices, certificates, legal opinions or other documents or instruments required to comply in connection with the 2029 Indenture; provided, that (i) the Company shall deliver transactions contemplated by this Agreement constituting a copy of any such supplemental indenture, notice, certificate, legal opinion or other document to Parent reasonably in advance of delivering or entering into such supplemental indenture, notice, certificate, legal opinion or other document in accordance with the terms of the 2029 Indenture and (ii) prior to the Closing, the Company shall not, except as otherwise set forth in this Section 4.19, amend, modify, supplement or terminate the 2029 Indenture or take any action that would result in a change to the Conversion Rate Fundamental Change (as defined in the 2029 Company Indenture). (b) The Company shall, prior to the Closing Date, prepare any supplemental indentures required in connection with the Transactions and the consummation thereof to be executed and delivered to the Trustee (as defined in the Company Indenture) at or prior to the Effective Time and satisfactory in form and substance to the Trustee. (c) The Company shall not make any settlement election (including, for the avoidance of doubt, by not delivering a Settlement Notice (as defined in the Company Indenture) with respect to any Conversion Date (as defined in the Company Indenture)) under the Company Indenture as in effect on the date hereof), in each case, without the prior written consent of Parent, such which consent shall not to be unreasonably withheld, conditioned or delayed. . (d) The Company shall take all such further actions, including the delivery of any officers’ certificates and opinions of counsel required by the Company Indenture (including by Section 4.01, Section 11.05, Section 12.03 and Section 15.06 thereof, in each case to the extent applicable) as may be necessary to comply with all of the terms and conditions of the Company Indenture in connection with the Transactions. (e) The Company shall provide Parent and its counsel reasonable opportunity to review and comment on any written notice or communication and any notices, certificates, press releases, supplemental indentures, noticeslegal opinions, officers’ certificates or other documents or instruments deliverable pursuant to or in connection with the 2029 Company Indenture prior to the dispatch or making thereof andthereof, subject to comments to legal opinions which and the Company shall be considered in good faith, shall consider in good faith all reasonable comments provided by consult with Parent and or its counsel with respect theretothereto and give due consideration to any recommendations made by Parent or its counsel prior to the dispatch or making thereof. (bf) Notwithstanding The Company represents and warrants to Parent and Merger Sub that, concurrently with the foregoingexecution and delivery of this Agreement, nothing in this Section 4.19 shall require each of the Company Bond Hedge Transaction and the Company Warrants, and the respective rights and obligations of the Company and the counterparty to (i) pay any feesthe Company Bond Hedge Transaction and the Company Warrants, incur have been terminated, cancelled and extinguished and deemed satisfied and discharged in full with neither the Company nor the counterparty to the Company Bond Hedge Transaction and the Company Warrants obligated to make or reimburse any costs or expenses, or make receive any payment in connection with the 2029 Indenture prior to the occurrence of the Effective Time (other than to the extent expressly required under such 2029 Indenture), (ii) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, in each case with respect to the 2029 Indentures, that is effective prior to the occurrence of the Effective Time, or (iii) refrain from delivering, or delay the delivery of, any notice required by the terms of the 2029 Indenture (it being understood that to the extent reasonably practicable the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant notice).

Appears in 1 contract

Samples: Merger Agreement (Ariad Pharmaceuticals Inc)

Convertible Notes. To the extent required pursuant to the Indenture, the Company shall: (a) At and prior provide notice of the Merger to the ClosingTrustee when and as required pursuant to the Indenture; (b) execute and deliver to the Trustee: (i) a supplemental indenture to the Indenture, effective upon the Effective Time, to provide, among other things, that at 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 shall comply Common Stock in a timely manner with all of accordance with, and subject to, the provisions of the 2029 Indenture governing the conversions of the Convertible Notes issued thereunder (including any applicable increase in the “Conversion Rate” as such term is defined in the Indenture), in each case in accordance with, and all applicable Legal Requirements in connection therewith applicable subject to the Companyterms of, the Indenture (including executing the time periods specified therein); and delivering supplemental indentures (ii) an officer’s certificate, opinion of counsel and any other documentation required to be provided pursuant to the 2029 Indenture in connection with the Merger, consummation of the delivery, issuance Merger or entry into any notices, certificates, legal opinions or other documents or instruments required to comply in connection with the 2029 Indenture; provided, that (i) the Company shall deliver a copy of any such supplemental indenture, notice, certificate, legal opinion or other document ; and (c) use commercially reasonable efforts to Parent reasonably in advance of delivering or entering into cause the Trustee to execute such supplemental indenture, notice, certificate, legal opinion or other document in accordance with indenture at the terms of Effective Time. The Company shall not make any settlement election under the 2029 Indenture and (ii) prior relating to the Closing, the Company shall not, except as otherwise set forth in this Section 4.19, amend, modify, supplement or terminate the 2029 Indenture or take any action that would result in a change to the Conversion Rate (as defined in the 2029 Indenture as in effect on the date hereof), in each case, Convertible Notes without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed. The Company shall provide Parent and its counsel reasonable opportunity to review and comment on any supplemental indentureswritten notice to, notices, certificates communication with or other documents document or instruments deliverable pursuant instrument delivered to holders of Convertible Notes or the 2029 Trustee under the Indenture prior to the dispatch delivery or making thereof andthereof, subject to comments to legal opinions which and the Company shall be considered in good faith, shall consider in give reasonable and good faith all reasonable comments provided consideration to any comment made by Parent and or its counsel with respect theretocounsel. (b) Notwithstanding the foregoing, nothing in this Section 4.19 shall require the Company to (i) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with the 2029 Indenture prior to the occurrence of the Effective Time (other than to the extent expressly required under such 2029 Indenture), (ii) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, in each case with respect to the 2029 Indentures, that is effective prior to the occurrence of the Effective Time, or (iii) refrain from delivering, or delay the delivery of, any notice required by the terms of the 2029 Indenture (it being understood that to the extent reasonably practicable the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant notice).

Appears in 1 contract

Samples: Agreement and Plan of Merger (ADESTO TECHNOLOGIES Corp)

Convertible Notes. (a) At and To the extent required pursuant to the applicable Indenture, prior to the Closing, the Company shall: (i) execute and deliver to the applicable trustee (A) a supplemental indenture to such Indenture, effective upon the Delaware Merger Effective Time, providing, among other things, that at and after the Delaware Merger Effective Time, each holder of Convertible Notes shall comply have the right to convert such Convertible Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Company Common Stock equal to the “Conversion Rate” (as such term is defined in a timely manner with all the applicable Indenture and including any applicable increase thereto) immediately prior to the Delaware Merger would have owned or been entitled to receive upon the consummation of the provisions of the 2029 Indenture Delaware Merger, in each case in accordance with, and all applicable Legal Requirements in connection therewith applicable subject to the Companyterms of, the applicable Indenture (including executing the time periods specified therein) and delivering supplemental indentures (B) an officer’s certificate, opinion of counsel and any other documentation required to be provided pursuant to the 2029 applicable Indenture in connection with such supplemental indenture; and (ii) use its reasonable best efforts to cause the Mergerapplicable trustee to execute such supplemental indenture at the Delaware Merger Effective Time. (b) In addition, the deliveryCompany and the Surviving Delaware Corporation shall take all actions that may be required in accordance with, issuance and subject to the terms of, each Indenture and each Capped Call Confirmation (including, in each case, the time periods specified therein) as a result of the execution and delivery of this Agreement, the Delaware Merger or entry into any noticesof the other Contemplated Transactions, certificatesincluding (i) with respect to each Indenture, the giving of any notices that may be required in connection with any repurchases or conversions of any Convertible Notes occurring as a result of the Delaware Merger constituting a “Fundamental Change” and/or “Make-Whole Fundamental Change,” as such terms are defined in the applicable Indenture, and delivery of any supplemental indentures, legal opinions opinions, officers’ certificates or other documents or instruments required to comply in connection with the 2029 Indenture; providedconsummation of the Delaware Merger, and (ii) with respect to each Capped Call Confirmation, the giving of any notice of exercise, notice of early conversion and election of any settlement method as a result of the Delaware Merger constituting a “Merger Event,” as such term is defined in such Capped Call Confirmation. (c) The Company shall provide Marvell with any notices of conversion that it receives with respect to the Convertible Notes promptly upon receipt, and shall settle the conversion of any such Convertible Notes as follows: (i) with respect to the 2015 Notes, by paying the principal amount of the notes in cash and using shares of Company shall deliver a copy Common Stock to settle the conversion amount in excess of any such supplemental indenture, notice, certificate, legal opinion or other document to Parent reasonably in advance of delivering or entering into such supplemental indenture, notice, certificate, legal opinion or other document principal amount in accordance with the terms of the 2029 Indenture and 2015 Indenture, unless Marvell provides its prior written consent with respect to a different settlement election; (ii) prior with respect to the Closing2016 Notes, by paying the principal amount of the notes in cash and using shares of Company shall notCommon Stock to settle the conversion amount in excess of such principal amount in accordance with the 2016 Indenture, except as otherwise set forth in this Section 4.19, amend, modify, supplement or terminate the 2029 Indenture or take any action that would result in a change to the Conversion Rate (as defined in the 2029 Indenture as in effect on the date hereof), in each case, without the unless Marvell provides its prior written consent of Parentwith respect to a different settlement election; and (iii) with respect to the 2020 Notes, such consent not to be unreasonably withheld, conditioned or delayedby using any settlement election available under the 2020 Indenture approved by Marvell in advance in writing. The Company shall provide Parent Marvell and its counsel a reasonable opportunity to review and comment on any supplemental indentureswritten notice to, noticescommunication with, certificates or other documents document or instruments deliverable pursuant instrument delivered to, holders of Convertible Notes, any dealer to the 2029 any Capped Call Confirmation or any trustee under any Indenture prior to the dispatch delivery or making thereof andthereof, subject to comments to legal opinions which and the Company shall be considered in good faith, shall consider in give reasonable and good faith all reasonable comments provided by Parent and its counsel with respect thereto. (b) Notwithstanding the foregoing, nothing in this Section 4.19 shall require the Company to (i) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with the 2029 Indenture prior to the occurrence of the Effective Time (other than to the extent expressly required under such 2029 Indenture), (ii) enter into or effect any settlement, termination, instrument or agreement, or agree consideration to any settlement, termination comment made by Marvell or any other change or modification to any instrument or agreement, in each case with respect to the 2029 Indentures, that is effective prior to the occurrence of the Effective Time, or (iii) refrain from delivering, or delay the delivery of, any notice required by the terms of the 2029 Indenture (it being understood that to the extent reasonably practicable the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant notice)its counsel.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (INPHI Corp)

Convertible Notes. (a) At and prior to the Closing, the Company shall comply in a timely manner with all of the provisions of the 2029 Indenture and Capped Call Confirmations and all applicable Legal Requirements in connection therewith therewith, in each case, applicable to the Company, including executing and delivering any supplemental indentures indenture(s) to the 2029 Indenture in connection with the Merger, the delivery, issuance or entry into any notices, certificates, legal opinions certificates or other documents or instruments required to comply with the 2029 IndentureIndenture or Capped Call Confirmations; provided, that (i) the Company shall deliver a copy of any such supplemental indenture, notice, certificate, legal opinion certificate or other document to Parent reasonably in advance of delivering or entering into such supplemental indenture, notice, certificate, legal opinion certificate or other document in accordance with the terms of the 2029 Indenture or Capped Call Confirmations and (ii) prior to the Closing, the Company shall not, except as otherwise set forth in this Section 4.195.8, amend, modify, supplement or terminate the 2029 Indenture or take any action that would result in a change to the Conversion Rate (as defined in the 2029 Indenture as in effect on the date hereof), in each case, without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed. (b) Prior to the Effective Time, the Company shall (i) take all actions reasonably requested by Parent in connection with making elections under, amending, negotiating adjustments, obtaining waivers or unwinding the Capped Call Confirmations or otherwise settling the Capped Call Confirmations effective as of on or after the Effective Time, (ii) promptly advise Parent of any notices or other communications with the counterparties to the Capped Call Confirmations in respect of any settlement or termination thereof or adjustment thereto (including notices of adjustments received by the Company arising out of an Announcement Event (as defined in the Capped Call Confirmations)), and (iii) cooperate with Parent with respect to its efforts to settle, terminate or amend the Capped Call Confirmations effective as of on or after the Effective Time and the negotiation of any adjustment, termination or settlement payment or valuation related thereto or the negotiation of any amendment thereto, as applicable; provided, that the Company shall not agree to amend, modify or supplement the terms relating to any Capped Call Confirmation, or affirmatively agree to any adjustment thereto or amount due upon the termination or settlement thereof, in each case, without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed. If requested by Parent, the Company shall engage a hedging advisor in connection with the actions set forth in this Section 5.8(b); provided that such hedging advisor shall be reasonably acceptable to the Company; provided, further, that all fees and costs of any such hedging advisor that are not contingent upon the occurrence of the Closing or are payable prior to the Closing, shall be at Parent’s sole cost and expense. The Company shall provide not enter into any binding agreements in respect of the Capped Call Confirmations without the prior written consent of Parent and its counsel reasonable opportunity (such consent not to review and comment on any supplemental indenturesbe unreasonably withheld, notices, certificates conditioned or other documents or instruments deliverable pursuant to the 2029 Indenture prior to the dispatch or making thereof and, subject to comments to legal opinions which shall be considered in good faith, shall consider in good faith all reasonable comments provided by Parent and its counsel with respect theretodelayed). (bc) Notwithstanding the foregoing, nothing in this Section 4.19 5.8 shall require the Company to (i) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with the 2029 Indenture or any Capped Call Confirmation prior to the occurrence of the Effective Time (other than to the extent expressly required under such 2029 Indenturethe Indenture or any Capped Call Confirmation or for which Parent agrees to reimburse the Company), (ii) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, in each case with respect to the 2029 IndenturesIndenture or any Capped Call Confirmation, that is effective prior to the occurrence of the Effective Time, or (iii) refrain from delivering, or delay the delivery of, any notice required by the terms of the 2029 Indenture or the Capped Call Confirmations (it being understood that to the extent reasonably practicable the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant notice).

Appears in 1 contract

Samples: Merger Agreement (PetIQ, Inc.)

Convertible Notes. (a) At Within the time periods required by the terms of the Convertible Notes Indenture, the Company shall, in consultation with Acquiror, take all actions required by, or reasonably requested by Acquiror pursuant to and in compliance with, the Convertible Notes Indenture and applicable Law to be performed by the Company at or prior to the Closing, the Company shall comply in Effective Time as a timely manner with all result of the provisions execution and delivery of this Agreement or the consummation of the 2029 transactions contemplated hereby, including the Merger, including the giving of any notices that may be required by the Convertible Notes Indenture or reasonably requested by Acquiror and all applicable Legal Requirements in connection therewith applicable delivery to the Companytrustee, including executing and delivering supplemental indentures noteholders or other applicable persons, as applicable, of any documents or instruments required by the Convertible Notes Indenture or reasonably requested by Acquiror to be delivered at or prior to the 2029 Indenture Effective Time to such trustee, noteholders or other applicable persons, including, but not limited to, any supplemental indenture, certificate or legal opinion, in each case in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, including the Merger, or as otherwise required by the delivery, issuance or entry into any notices, certificates, legal opinions or other documents or instruments required to comply with the 2029 Convertible Notes Indenture; provided, that (i) the Company shall deliver a copy of any such supplemental indenture, notice, certificate, legal opinion or other document to Parent reasonably in advance of delivering or entering into such supplemental indenture, notice, certificate, legal opinion or other document in accordance with the terms of the 2029 Indenture and (ii) prior to the Closing, the . The Company shall not, except as otherwise set forth in this Section 4.19without Acquiror’s prior written consent, amend, modify, supplement or terminate the 2029 Indenture or take irrevocably elect any action settlement method that would result in a change be applicable to conversions whose settlement will occur after the Conversion Rate (as defined in the 2029 Indenture as in effect on the date hereof), in each case, without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayedEffective Time. The Company shall provide Parent Acquiror and its legal counsel reasonable opportunity to review and comment on any supplemental indentures, notices, certificates notice or other documents or instruments deliverable pursuant to the 2029 Indenture prior to the dispatch or making thereof and, subject to comments to legal opinions which shall be considered in good faith, shall consider in good faith all reasonable comments provided by Parent and its counsel with respect thereto. documentation (bincluding any supplemental indenture) Notwithstanding the foregoing, nothing in this Section 4.19 shall require the Company to (i) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with the 2029 execution and delivery of this Agreement, the transactions contemplated hereby, including the Merger, or as otherwise required by the Convertible Notes Indenture prior to delivery or execution thereof, as applicable, and the occurrence of the Effective Time (other than to the extent expressly required under Company shall in good faith consider any such 2029 Indenture), (ii) enter into comments in such notice or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, in each case with respect to the 2029 Indentures, that is effective documentation prior to the occurrence of the Effective Time, delivery or (iii) refrain from delivering, or delay the delivery of, any notice required by the terms of the 2029 Indenture (it being understood that to the extent reasonably practicable the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant notice)execution.

Appears in 1 contract

Samples: Merger Agreement (Heska Corp)

Convertible Notes. (a) At and To the extent required pursuant to the applicable Indenture, prior to the Closing, the Company shall: (i) execute and deliver to the applicable trustee (A) a supplemental indenture to such Indenture, effective upon the Delaware Merger Effective Time, providing, among other things, that at and after the Delaware Merger Effective Time, each holder of Convertible Notes shall comply have the right to convert such Convertible Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Company Common Stock equal to the “Conversion Rate” (as such term is defined in a timely manner with all the applicable Indenture and including any applicable increase thereto) immediately prior to the Delaware Merger would have owned or been entitled to receive upon the consummation of the provisions of the 2029 Indenture Delaware Merger, in each case in accordance with, and all applicable Legal Requirements in connection therewith applicable subject to the Companyterms of, the applicable Indenture (including executing the time periods specified therein) and delivering supplemental indentures (B) an officer’s certificate, opinion of counsel and any other documentation required to be provided pursuant to the 2029 applicable Indenture in connection with such supplemental indenture; and (ii) use its reasonable best efforts to cause the Mergerapplicable trustee to execute such supplemental indenture at the Delaware Merger Effective Time. (b) In addition, the deliveryCompany and the Surviving Delaware Corporation shall take all actions that may be required in accordance with, issuance and subject to the terms of, each Indenture and each Capped Call Confirmation (including, in each case, the time periods specified therein) as a result of the execution and delivery of this Agreement, the Delaware Merger or entry into any noticesof the other Contemplated Transactions, certificatesincluding (i) with respect to each Indenture, the giving of any notices that may be required in connection with any repurchases or conversions of any Convertible Notes occurring as a result of the Delaware Merger constituting a “Fundamental Change” and/or “Make-Whole Fundamental Change,” as such terms are defined in the applicable Indenture, and delivery of any supplemental indentures, legal opinions opinions, officers’ certificates or other documents or instruments required to comply in connection with the 2029 Indenture; providedconsummation of the Delaware Merger, and (ii) with respect to each Capped Call Confirmation, the giving of any notice of exercise, notice of early conversion and election of any settlement method as a result of the Delaware Merger constituting a “Merger Event,” as such term is defined in such Capped Call Confirmation. (c) The Company shall provide Marvell with any notices of conversion that it receives with respect to the Convertible Notes promptly upon receipt, and shall settle the conversion of any such Convertible Notes as (i) with respect to the 2015 Notes, by paying the principal amount of the notes in cash and using shares of Company shall deliver a copy Common Stock to settle the conversion amount in excess of any such supplemental indenture, notice, certificate, legal opinion or other document to Parent reasonably in advance of delivering or entering into such supplemental indenture, notice, certificate, legal opinion or other document principal amount in accordance with the terms of the 2029 Indenture and 2015 Indenture, unless Marvell provides its prior written consent with respect to a different settlement election; (ii) prior with respect to the Closing2016 Notes, by paying the principal amount of the notes in cash and using shares of Company shall notCommon Stock to settle the conversion amount in excess of such principal amount in accordance with the 2016 Indenture, except as otherwise set forth in this Section 4.19, amend, modify, supplement or terminate the 2029 Indenture or take any action that would result in a change to the Conversion Rate (as defined in the 2029 Indenture as in effect on the date hereof), in each case, without the unless Marvell provides its prior written consent of Parentwith respect to a different settlement election; and (iii) with respect to the 2020 Notes, such consent not to be unreasonably withheld, conditioned or delayedby using any settlement election available under the 2020 Indenture approved by Marvell in advance in writing. The Company shall provide Parent Marvell and its counsel a reasonable opportunity to review and comment on any supplemental indentureswritten notice to, noticescommunication with, certificates or other documents document or instruments deliverable pursuant instrument delivered to, holders of Convertible Notes, any dealer to the 2029 any Capped Call Confirmation or any trustee under any Indenture prior to the dispatch delivery or making thereof andthereof, subject to comments to legal opinions which and the Company shall be considered in good faith, shall consider in give reasonable and good faith all reasonable comments provided by Parent and its counsel with respect thereto. (b) Notwithstanding the foregoing, nothing in this Section 4.19 shall require the Company to (i) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with the 2029 Indenture prior to the occurrence of the Effective Time (other than to the extent expressly required under such 2029 Indenture), (ii) enter into or effect any settlement, termination, instrument or agreement, or agree consideration to any settlement, termination comment made by Marvell or any other change or modification to any instrument or agreement, in each case with respect to the 2029 Indentures, that is effective prior to the occurrence of the Effective Time, or (iii) refrain from delivering, or delay the delivery of, any notice required by the terms of the 2029 Indenture (it being understood that to the extent reasonably practicable the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant notice)its counsel.

Appears in 1 contract

Samples: Merger Agreement (Marvell Technology Group LTD)

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Convertible Notes. (a) At and Notwithstanding anything to the contrary in this Agreement but subject to Section 6.14(c), at or prior to the ClosingEffective Time, the Company shall take all actions required under the terms of the Convertible Notes Indenture or the Convertible Notes in connection with the Merger and the other transactions contemplated by this Agreement, which actions shall include (i) giving any notices that may be required in connection with the Merger and the other transactions contemplated by this Agreement, (ii) preparing, executing and delivering, and using reasonable best efforts to cause the Trustee to execute and deliver, any supplemental indenture(s) required in connection with the Merger and the other transactions contemplated by this Agreement, in form and substance reasonably satisfactory to the Trustee and Parent, (iii) delivering any opinions of counsel required to be delivered prior to the Effective Time and any officer’s certificates or other documents or instruments, as may be necessary to comply in a timely manner with all of the provisions terms and conditions of the 2029 Indenture and all applicable Legal Requirements in connection therewith applicable to the Company, including executing and delivering supplemental indentures to the 2029 Convertible Notes Indenture in connection with the Merger, Merger and the delivery, issuance or entry into any notices, certificates, legal opinions or other documents or instruments required to comply with transactions contemplated by this Agreement and (iv) delivering the 2029 Conversion Consideration (as defined in the Convertible Notes Indenture; provided, that (i) the Company shall deliver a copy in respect of any such supplemental indenture, notice, certificate, legal opinion or other document conversion of the Convertible Notes occurring prior to Parent reasonably in advance of delivering or entering into such supplemental indenture, notice, certificate, legal opinion or other document the Effective Time in accordance with the terms of the 2029 Indenture and (ii) prior to Convertible Notes Indenture. For the Closingavoidance of doubt, the Company shall not, except as otherwise no other provision set forth in this Section 4.19, amend, modify, supplement or terminate Agreement shall be deemed to prohibit the 2029 Indenture or take any action that would result in a change to Company from effecting the delivery of the Conversion Rate Consideration (as defined in the 2029 Indenture as Convertible Notes Indenture) in effect on respect of any conversions of the date hereof)Convertible Notes in accordance with the terms of the Convertible Notes and the Convertible Notes Indenture, and any action taken in each case, without furtherance of the prior written consent foregoing shall be deemed in compliance with the terms of Parent, such consent not to be unreasonably withheld, conditioned or delayed. this Agreement. (b) The Company shall shall, unless otherwise prohibited by applicable Law, provide Parent and its counsel reasonable as promptly as possible, and to the extent practicable, at least three (3) Business Days prior to issuance or delivery an opportunity to review and comment on any notices, certificates, press releases, supplemental indentures, notices, certificates opinions of counsel or other documents or instruments deliverable pursuant to the 2029 Convertible Notes Indenture prior to the dispatch or making thereof andthereof, subject to comments to legal opinions which and shall be considered in good faith, shall consider in good faith incorporate all reasonable comments provided by Parent and its counsel with respect thereto. (bc) Notwithstanding the foregoing, nothing in this Section 4.19 shall require the Company Prior to (i) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with the 2029 Indenture prior to the occurrence of the Effective Time (other than to the extent expressly required under such 2029 Indenture), (ii) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, in each case with respect to the 2029 Indentures, that is effective prior to the occurrence of the Effective Time, the Company shall not amend, modify, supplement or (iii) refrain from delivering, or delay terminate the delivery of, any notice Convertible Notes Indenture without the prior written consent of Parent other than as required by the terms of the 2029 Indenture (it being understood that to the extent reasonably practicable the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant noticeSection 6.14(a).

Appears in 1 contract

Samples: Merger Agreement (Cerevel Therapeutics Holdings, Inc.)

Convertible Notes. (a) At and prior Prior to the Closing, the Company shall comply take all actions required by, or reasonably requested by Parent pursuant to and in compliance with, the Convertible Notes Indenture (or as required by applicable Law with respect to the Convertible Notes or the Convertible Notes Indenture) to be performed by the Company as a timely manner with all result of the provisions execution, delivery or performance of this Agreement or the consummation of the 2029 transactions contemplated hereby, including (a) the giving of any notices that may be required by the Convertible Notes Indenture and all applicable Legal Requirements or reasonably requested by Parent, including in connection therewith applicable with any repurchases or conversions of Convertible Notes occurring as a result of the transactions contemplated by this Agreement constituting a “Fundamental Change” or “Make-Whole Fundamental Change” as such terms are defined in the Convertible Notes Indenture, and (b) delivery to the Trustee, the holders of Convertible Notes or other applicable Person, as applicable, of any instruments, certificates, opinions of the Company, including executing and delivering supplemental indentures to ’s counsel or other documents required by the 2029 Convertible Notes Indenture or by the Trustee or reasonably requested by Parent in connection with the Mergerexecution, delivery or performance of this Agreement, the deliverytransactions contemplated hereby or as otherwise required by, issuance or entry into reasonably requested by Parent pursuant to or in compliance with, the Convertible Notes Indenture and any notices, certificates, legal opinions or other documents or instruments required to comply with the 2029 Indenture; provided, that (i) the applicable Law. The Company shall deliver a copy of any such supplemental indenturenotice, noticeinstrument, certificate, legal opinion or other document to Parent reasonably in advance at least three (3) Business Days (or such shorter period of delivering or entering into such supplemental indenture, notice, certificate, legal opinion or other document in accordance time as may be required to comply with the terms of the 2029 Convertible Notes Indenture and (iior any applicable Law) prior to delivering such notice or entering into such other document or instrument, and shall consider any comments thereto proposed by Parent in good faith. Without limiting the Closinggenerality of the foregoing, the Company shall notcooperate with Parent by executing and delivering (or causing to be executed and delivered, except as otherwise set forth in this Section 4.19applicable), amend, modify, supplement or terminate the 2029 Indenture or take any action that would result in a change prior to the Conversion Rate (as defined Effective Time and in accordance with the 2029 Indenture as in effect on the date hereof)Convertible Notes Indenture, in each case, without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed. The Company shall provide Parent a supplemental indenture and its counsel reasonable opportunity to review and comment on any supplemental indentures, notices, certificates or other documents or instruments deliverable pursuant to as may be requested by the 2029 Indenture prior to the dispatch or making thereof and, subject to comments to legal opinions which shall be considered in good faith, shall consider in good faith all reasonable comments provided by Parent and its counsel with respect thereto. (b) Notwithstanding the foregoing, nothing in this Section 4.19 shall require the Company to (i) pay any fees, incur or reimburse any costs or expenses, or make any payment Trustee in connection with the 2029 Indenture prior to the occurrence execution of the Effective Time (other than to the extent expressly required under such 2029 Indenture), (ii) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreementsupplemental indenture, in each case with respect in form and substance reasonably acceptable to the 2029 IndenturesTrustee and Parent, that is effective prior pursuant to and with such terms as required under the occurrence of the Effective Time, or (iii) refrain from delivering, or delay the delivery of, any notice required by the terms of the 2029 Indenture (it being understood that to the extent reasonably practicable the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant notice)Convertible Notes Indenture.

Appears in 1 contract

Samples: Merger Agreement (Zogenix, Inc.)

Convertible Notes. (a) At and prior to Within the Closingtime periods required by the terms of the Convertible Notes Indentures, the Company shall comply in take all actions required by the Convertible Notes Indentures to be performed by the Company at or prior to the Effective Time as a timely manner with all result of the provisions execution and delivery of this Agreement or the consummation of the 2029 Indenture Transactions, including the giving of any notices that may be required and all applicable Legal Requirements in connection therewith applicable the delivery to the Companytrustee, including executing and delivering supplemental indentures to the 2029 Indenture in connection with the Merger, the delivery, issuance or entry into any notices, certificates, legal opinions noteholders or other applicable Persons, as applicable, of any documents or instruments required to be delivered at or prior to the Effective Time to such trustee, noteholders or other applicable Persons. In addition, the Company shall, at Parent’s request prior to the Effective Time, provide all notices and take all other actions to comply with all of the 2029 Indentureterms and conditions of the Convertible Notes Indentures. The Company shall provide Parent and its legal counsel (i) copies of any notices or other communications, promptly after the receipt thereof, from the trustees or holders of notes under the Convertible Notes Indentures, (ii) prompt updates on any Convertible Notes surrendered for conversion or repurchased by the Company prior to the Effective Time, and (iii) with reasonable opportunity (and in any event at least two (2) business days to the extent reasonably practicable) to review and comment on any notices, documents or instruments prior to such notices, documents or instruments being provided to the trustee, noteholders or other applicable Persons, and Parent shall cooperate with the Company with respect to any such notices, documents or instruments that are required to be executed or delivered on or after the Effective Time; provided, that (i) the Company shall deliver a copy of any such supplemental indenture, notice, certificate, legal opinion notices or other document to Parent reasonably in advance of delivering or entering into such supplemental indenture, notice, certificate, legal opinion or other document in accordance with actions that are not required by the terms of the 2029 applicable Convertible Notes Indenture and (ii) prior any time periods for conversion or repurchase that are determined by the Company pursuant to the Closingapplicable Convertible Notes Indenture, the Company respectively, shall not, except as otherwise set forth in this Section 4.19, amend, modify, supplement or terminate the 2029 Indenture or take any action that would result in a change be subject to the Conversion Rate prior approval of Parent (as defined in the 2029 Indenture as in effect on the date hereof), in each case, without the prior written consent of Parent, such consent approval not to be unreasonably withheld, conditioned or delayed. The Company shall provide Parent and its counsel reasonable opportunity to review and comment on any supplemental indentures, notices, certificates or other documents or instruments deliverable pursuant to the 2029 Indenture prior to the dispatch or making thereof and, subject to comments to legal opinions which shall be considered in good faith, shall consider in good faith all reasonable comments provided by Parent and its counsel with respect thereto. (b) Notwithstanding the foregoing, nothing in this Section 4.19 shall require the Company to (i) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with the 2029 Indenture prior to the occurrence of the Effective Time (other than to the extent expressly required under such 2029 Indenture), (ii) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, in each case with respect to the 2029 Indentures, that is effective prior to the occurrence of the Effective Time, or (iii) refrain from delivering, or delay the delivery of, any notice required by the terms of the 2029 Indenture (it being understood that to the extent reasonably practicable the Company will provide Parent with prior notice of any such delivery with an opportunity to comment on the relevant notice).

Appears in 1 contract

Samples: Merger Agreement (Intercept Pharmaceuticals, Inc.)

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