Common use of Convertible Notes Clause in Contracts

Convertible Notes. Prior to the Closing, the Company shall 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 result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including (a) the giving of any notices that may be required by the Convertible Notes Indenture or reasonably requested by Parent, including in connection 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’s counsel or other documents required by the Convertible Notes Indenture or by the Trustee or reasonably requested by Parent in connection with the execution, delivery or performance of this Agreement, the transactions contemplated hereby or as otherwise required by, or reasonably requested by Parent pursuant to or in compliance with, the Convertible Notes Indenture and any applicable Law. The Company shall deliver a copy of any such notice, instrument, certificate, opinion or other document to Parent at least three (3) Business Days (or such shorter period of time as may be required to comply with the terms of the Convertible Notes Indenture or 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 generality of the foregoing, the Company shall cooperate with Parent by executing and delivering (or causing to be executed and delivered, as applicable), prior to the Effective Time and in accordance with the Convertible Notes Indenture, a supplemental indenture and any other documents or instruments as may be requested by the Trustee in connection with the execution of such supplemental indenture, in each case in form and substance reasonably acceptable to the Trustee and Parent, pursuant to and with such terms as required under the Convertible Notes Indenture.

Convertible Notes. Prior to Within the Closingtime periods required by the terms of the Convertible Notes Indentures, the Company shall 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) Indentures to be performed by the Company at or prior to the Effective Time as a result of the execution, execution and delivery or performance of this Agreement or the consummation of the transactions contemplated herebyTransactions, including (a) the giving of any notices that may be required by and the Convertible Notes Indenture or reasonably requested by Parent, including in connection 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 Trusteetrustee, the holders of Convertible Notes noteholders or other applicable PersonPersons, as applicable, of any instrumentsdocuments or instruments required to be delivered at or prior to the Effective Time to such trustee, certificatesnoteholders or other applicable Persons. In addition, opinions 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 Company’s terms 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 any notices or actions that are not required by the Convertible Notes Indenture or by terms of the Trustee or reasonably requested by Parent in connection with the execution, delivery or performance of this Agreement, the transactions contemplated hereby or as otherwise required by, or reasonably requested by Parent pursuant to or in compliance with, the applicable Convertible Notes Indenture and any applicable Law. The Company shall deliver a copy of any such notice, instrument, certificate, opinion time periods for conversion or other document to Parent at least three (3) Business Days (or such shorter period of time as may be required to comply with the terms of the Convertible Notes Indenture or any applicable Law) prior to delivering such notice or entering into such other document or instrument, and shall consider any comments thereto proposed repurchase that are determined by Parent in good faith. Without limiting the generality of the foregoing, the Company shall cooperate with Parent by executing and delivering (or causing to be executed and delivered, as applicable), prior pursuant to the Effective Time and in accordance with the applicable Convertible Notes Indenture, a supplemental indenture and any other documents or instruments as may respectively, shall be requested by the Trustee in connection with the execution of such supplemental indenture, in each case in form and substance reasonably acceptable subject to the Trustee and Parentprior approval of Parent (such approval not to be unreasonably withheld, pursuant to and with such terms as required under the Convertible Notes Indentureconditioned or delayed).

Convertible Notes. Prior to Within the Closingtime periods required by the terms of the Indenture, the Company shall take all actions required by, or reasonably requested by Parent pursuant to and in compliance with, the Convertible Notes Indenture (or as required by and any applicable Law with respect to the Convertible Notes or the Convertible Notes Indenture) Law, to be performed by the Company prior to the Effective Time as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including (a) the giving of any notices that may be required by the Convertible Notes Indenture required, or reasonably requested by Parent, including in connection with any repurchases or conversions of Convertible Notes occurring as a result of prior to 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, Effective Time and (b) delivery to the trustee under the Indenture (the “Trustee”), the holders of Convertible Notes noteholders or other applicable Person, as applicable, of any instrumentsdocuments or instruments required, certificates, opinions of the Company’s counsel or other documents required by the Convertible Notes Indenture or by the Trustee or reasonably requested by Parent Parent, to be delivered prior to the Effective Time to the Trustee, noteholders or other applicable Person, in each case, in connection with the execution, delivery or performance of this Agreement, the transactions contemplated hereby or as otherwise required by, or reasonably requested by Parent pursuant to or and in compliance with, the Convertible Notes Indenture and any applicable Law. The ; provided that, the Company shall deliver a copy of any such notice, instrument, certificate, opinion notice or other document to Parent at least three (3) Business Days (or such shorter period of time as may be required to comply with the terms of the Convertible Notes Indenture or any applicable Law or regulation) prior to delivering or entering into such notice or other document in accordance with the terms of the 57 Indenture or any applicable Law) prior to delivering such notice . No event has occurred that has resulted in, or entering into such other document or instrumentwould require, and shall consider any comments thereto proposed by Parent in good faith. Without limiting an adjustment under the generality terms of the foregoing, the Company shall cooperate with Parent by executing and delivering (or causing to be executed and delivered, as applicable), prior Indenture to the Effective Time and in accordance with conversion rate applicable to the Convertible Notes Indenture, a supplemental indenture and any other documents (which remains 38.7034 shares of Company Common Stock per $1,000 principal amount of Convertible Notes) or instruments as may be requested by the Trustee that has resulted in connection with the execution of such supplemental indenture, or would result in each case in form and substance reasonably acceptable to the Trustee and Parent, pursuant to and with such terms as required under the Convertible Notes becoming convertible into Reference Property (as defined in the Indenture) and the Company will not take any action that would result in such an adjustment or in the Convertible Notes becoming convertible into Reference Property other than as a result of the consummation of the Offer, the Merger and the other transactions contemplated hereby.

Convertible Notes. Prior to Within the Closingtime periods required by the terms of the Indenture, the Company shall take all actions required by, or reasonably requested by Parent pursuant to and in compliance with, the Convertible Notes Indenture (or as required by and any applicable Law with respect to the Convertible Notes or the Convertible Notes Indenture) Law, to be performed by the Company prior to the Effective Time as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including (a) the giving of any notices that may be required by the Convertible Notes Indenture required, or reasonably requested by Parent, including in connection with any repurchases or conversions of Convertible Notes occurring as a result of prior to 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, Effective Time and (b) delivery to the trustee under the Indenture (the “Trustee”), the holders of Convertible Notes noteholders or other applicable Person, as applicable, of any instrumentsdocuments or instruments required, certificates, opinions of the Company’s counsel or other documents required by the Convertible Notes Indenture or by the Trustee or reasonably requested by Parent Parent, to be delivered prior to the Effective Time to the Trustee, noteholders or other applicable Person, in each case, in connection with the execution, delivery or performance of this Agreement, the transactions contemplated hereby or as otherwise required by, or reasonably requested by Parent pursuant to or and in compliance with, the Convertible Notes Indenture and any applicable Law. The ; provided that, the Company shall deliver a copy of any such notice, instrument, certificate, opinion notice or other document to Parent at least three (3) Business Days (or such shorter period of time as may be required to comply with the terms of the Convertible Notes Indenture or any applicable Law or regulation) prior to delivering or entering into such notice or other document in accordance with the terms of the Indenture or any applicable Law) prior to delivering such notice . No event has occurred that has resulted in, or entering into such other document or instrumentwould require, and shall consider any comments thereto proposed by Parent in good faith. Without limiting an adjustment under the generality terms of the foregoing, the Company shall cooperate with Parent by executing and delivering (or causing to be executed and delivered, as applicable), prior Indenture to the Effective Time and in accordance with conversion rate applicable to the Convertible Notes Indenture, a supplemental indenture and any other documents (which remains 38.7034 shares of Company Common Stock per $1,000 principal amount of Convertible Notes) or instruments as may be requested by the Trustee that has resulted in connection with the execution of such supplemental indenture, or would result in each case in form and substance reasonably acceptable to the Trustee and Parent, pursuant to and with such terms as required under the Convertible Notes becoming convertible into Reference Property (as defined in the Indenture) and the Company will not take any action that would result in such an adjustment or in the Convertible Notes becoming convertible into Reference Property other than as a result of the consummation of the Offer, the Merger and the other transactions contemplated hereby.

Convertible Notes. (a) Prior to the ClosingEffective Time, the Company and Parent shall deliver any notices (including with respect to holders’ rights to require repurchase or conversion of the Convertible Notes) and take all necessary actions so that, in the event that any of the Company’s Convertible Notes issued pursuant to the Convertible Notes Indentures remain outstanding as of the Effective Time, the Company shall take all actions required by, or reasonably requested by Parent pursuant (i) execute and deliver to and in compliance with, the Convertible Notes Indenture (or as required by applicable Law with respect Trustee supplemental indentures to the Convertible Notes or Indentures, as and to the extent required by the Convertible Notes Indenture) to be performed by the Company Indentures, including, without limitation, as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including (a) the giving of any notices that may be required by the Convertible Notes Indenture or reasonably requested by Parent, including in connection with any repurchases or conversions of Convertible Notes occurring as a result of the transactions contemplated by this Agreement Transactions constituting a “Fundamental Change” or “Make-Whole Fundamental Change” (as such terms are defined in the Convertible Notes IndentureIndentures) and to provide that on and after the Effective Time, and (b) delivery to the Trustee, the holders each holder of Convertible Notes or other applicable Personshall have the right to convert such Convertible Notes into the Merger Consideration in accordance with, as applicableand subject to, of any instruments, certificates, opinions the provisions of the CompanyConvertible Notes Indentures governing the conversion of the Convertible Notes (including any applicable increase in the “Conversion Rate” thereunder for conversions made in connection with the Merger), (ii) cause to be executed and delivered to the Trustee an “Officer’s counsel or Certificate” and an “Opinion of Counsel” (as such terms are defined in the Convertible Notes Indentures) and any other documents related documentation required by the Convertible Notes Indenture or Indentures in connection with such supplemental indentures, as and to the extent required by the Trustee or Convertible Notes Indentures and (iii) take any other actions reasonably requested by Parent in connection with the execution, delivery Transactions to the extent such actions are required in order to effect any repurchases or performance conversions of this Agreement, the transactions contemplated hereby or as otherwise required by, or reasonably requested by Parent pursuant to or in compliance with, the Convertible Notes Indenture and any applicable Lawin accordance with the Convertible Notes Indentures following the Effective Time. The Company shall deliver a copy will provide copies of any such noticesupplemental indenture, instrumentOfficer’s Certificate, certificateOpinion of Counsel, opinion or and any other document documentation required pursuant to the foregoing clause (iii) to Parent at least three (3) Business Days (or such shorter period of time as may be required to comply with the terms of the Convertible Notes Indenture or any applicable Law) prior to delivering any such notice or entering into document and all such other document or instrument, and documents shall consider any comments thereto proposed by be subject to the prior approval of Parent in good faith. Without limiting the generality of the foregoing, the Company shall cooperate with Parent by executing and delivering (or causing such approval not to be executed and deliveredunreasonably withheld, as applicableconditioned or delayed), prior to the Effective Time and in accordance with the Convertible Notes Indenture, a supplemental indenture and any other documents or instruments as may be requested by the Trustee in connection with the execution of such supplemental indenture, in each case in form and substance reasonably acceptable to the Trustee and Parent, pursuant to and with such terms as required under the Convertible Notes Indenture.

Convertible Notes. Prior To the extent required pursuant to the ClosingIndenture, the Company shall take all actions shall: (a) provide notice of the Merger to the Trustee when and as required by, or reasonably requested by Parent 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 compliance respect of each share of Company Common Stock in accordance with, and subject to, the provisions of the 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 subject to the terms of, the Indenture (including the time periods specified therein); and (ii) an officer’s certificate, opinion of counsel and any other documentation required to be provided pursuant to the Indenture in connection with the consummation of the Merger or as required by applicable Law in connection with respect such supplemental indenture; and (c) use commercially reasonable efforts to cause the Trustee to execute such supplemental indenture at the Effective Time. The Company shall not make any settlement election under the Indenture relating to the Convertible Notes without the prior written consent of Parent. The Company shall provide Parent and its counsel reasonable opportunity to review and comment on any written notice to, communication with or the Convertible Notes Indenture) document or instrument delivered to be performed by the Company as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including (a) the giving of any notices that may be required by the Convertible Notes Indenture or reasonably requested by Parent, including in connection 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’s counsel or other documents required by the Convertible Notes Indenture or by the Trustee or reasonably requested by Parent in connection with under the execution, Indenture prior to the delivery or performance of this Agreement, the transactions contemplated hereby or as otherwise required by, or reasonably requested by Parent pursuant to or in compliance with, the Convertible Notes Indenture and any applicable Law. The Company shall deliver a copy of any such notice, instrument, certificate, opinion or other document to Parent at least three (3) Business Days (or such shorter period of time as may be required to comply with the terms of the Convertible Notes Indenture or any applicable Law) prior to delivering such notice or entering into such other document or instrumentmaking thereof, and shall consider any comments thereto proposed by Parent in good faith. Without limiting the generality of the foregoing, the Company shall cooperate with give reasonable and good faith consideration to any comment made by Parent by executing and delivering (or causing to be executed and delivered, as applicable), prior to the Effective Time and in accordance with the Convertible Notes Indenture, a supplemental indenture and any other documents or instruments as may be requested by the Trustee in connection with the execution of such supplemental indenture, in each case in form and substance reasonably acceptable to the Trustee and Parent, pursuant to and with such terms as required under the Convertible Notes Indentureits counsel.

Convertible Notes. Prior to Within the Closingtime periods required by the terms of the Convertible Notes Indenture, the Company shall shall, in consultation with Acquiror, take all actions required by, or reasonably requested by Parent Acquiror pursuant to and in compliance with, the Convertible Notes Indenture (or as required by and applicable Law with respect to the Convertible Notes or the Convertible Notes Indenture) to be performed by the Company at or prior to the Effective Time as a result of the execution, execution and delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including (a) the Merger, including the giving of any notices that may be required by the Convertible Notes Indenture or reasonably requested by Parent, including in connection 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, Acquiror and (b) delivery to the Trusteetrustee, the holders of Convertible Notes noteholders or other applicable Personpersons, as applicable, of any instruments, certificates, opinions of the Company’s counsel documents or other documents instruments required by the Convertible Notes Indenture or by the Trustee or reasonably requested by Parent Acquiror to be delivered at or prior to the 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 executionexecution and delivery of this Agreement and the transactions contemplated hereby, including the Merger, or as otherwise required by the Convertible Notes Indenture. The Company shall not, without Acquiror’s prior written consent, irrevocably elect any settlement method that would be applicable to conversions whose settlement will occur after the Effective Time. The Company shall provide Acquiror and its legal counsel reasonable opportunity to review and comment on any notice or other documentation (including any supplemental indenture) in connection with the execution and delivery or performance of this Agreement, the transactions contemplated hereby hereby, including the Merger, or as otherwise required by, or reasonably requested by Parent pursuant to or in compliance with, the Convertible Notes Indenture prior to delivery or execution thereof, as applicable, and any applicable Law. The the Company shall deliver a copy of in good faith consider any such notice, instrument, certificate, opinion or other document to Parent at least three (3) Business Days (or such shorter period of time as may be required to comply with the terms of the Convertible Notes Indenture or any applicable Law) prior to delivering comments in 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 generality of the foregoing, the Company shall cooperate with Parent by executing and delivering (or causing to be executed and delivered, as applicable), documentation prior to the Effective Time and in accordance with the Convertible Notes Indenture, a supplemental indenture and any other documents delivery or instruments as may be requested by the Trustee in connection with the execution of such supplemental indenture, in each case in form and substance reasonably acceptable to the Trustee and Parent, pursuant to and with such terms as required under the Convertible Notes Indentureexecution.

Convertible Notes. Prior (i) At any time prior to Stockholder Approval (as such term is defined in the ClosingSecurities Purchase Agreement) and the automatic conversion of the Convertible Notes, the Company shall take all actions required by, or reasonably requested by Parent pursuant to and occurrence of an event described in compliance with, clause (i) of the Convertible Notes Indenture term “Event” (or as required by applicable Law with respect to such term is defined in the Convertible Notes Securities Purchase Agreement) or the Convertible Notes Indenture) to be performed by the Company as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including (a) the giving entitlement of any notices that may be required by person to any “Event Payments” (as such term is defined in the Convertible Notes Indenture or reasonably requested by Parent, including Securities Purchase Agreement) in connection with any repurchases such clause (ii) “Event”, in each case that has not been waived or conversions of Convertible Notes occurring as a result of the transactions contemplated deferred 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’s counsel or other documents required by the Convertible Notes Indenture or by the Trustee or reasonably requested by Parent in connection with the execution, delivery or performance of this Agreement, the transactions contemplated hereby or as otherwise required by, or reasonably requested by Parent pursuant to or in compliance with, the Convertible Notes Indenture and any applicable Law. The Company shall deliver a copy of any such notice, instrument, certificate, opinion or other document to Parent at least three (3) Business Days (or such shorter period of time as may be required to comply with the terms of the Convertible Notes Indenture until after Stockholder Approval and such conversion, or (ii) any Loan Party or any applicable LawSubsidiary thereof (A) prior fails to delivering such notice make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or entering into such other document otherwise) in respect of any Convertible Note or instrument, the Securities Purchase Agreement (including undrawn committed or available amounts and shall consider including amounts owing to all creditors under any comments thereto proposed by Parent in good faith. Without limiting the generality of the foregoing, the Company shall cooperate with Parent by executing and delivering (combined or causing to be executed and delivered, as applicablesyndicated credit arrangement), prior or (B) fails to the Effective Time and in accordance with the Convertible Notes Indenture, a supplemental indenture and observe or perform any other documents agreement or instruments as may be requested by condition relating to any Convertible Note or the Trustee Securities Purchase Agreement or contained in connection with the execution of such supplemental indentureany instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of any Guarantee thereof (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in form and substance reasonably acceptable respect thereof to the Trustee and Parent, pursuant to and with such terms as required under the Convertible Notes Indenturebe demanded.”