Common use of Convertible Notes Clause in Contracts

Convertible Notes. Within the time 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 Indenture and any applicable 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 the giving of any notices that may be required, or reasonably requested by Parent, prior to the Effective Time and delivery to the trustee under the Indenture (the “Trustee”), noteholders or other applicable Person, as applicable, of any documents or instruments required, or reasonably requested by 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 and in compliance with, the Indenture and any applicable Law; provided that, the Company shall deliver a copy of any such 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 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. No event has occurred that has resulted in, or would require, an adjustment under the terms of the Indenture to the conversion rate applicable to the Convertible Notes (which remains 38.7034 shares of Company Common Stock per $1,000 principal amount of Convertible Notes) or that has resulted in or would result in 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. Within Prior to the Effective Time, the Company shall use its commercially reasonable efforts to: (i) within the time periods required by the terms term of the Indenture, the Company shall applicable Convertible Notes Indenture give all notices and take all other actions that may be required by, or reasonably requested in connection with the transactions contemplated by Parent pursuant to and in compliance with, the Indenture and any applicable Law, to be performed by the Company this Agreement prior to the Effective Time as a result of under or in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including the giving of any notices that may be required, or reasonably requested by Parent, prior to the Effective Time and delivery to the trustee under the Indenture (the “Trustee”), noteholders or other applicable Person, as applicable, of any documents or instruments required, or reasonably requested by Parent, to be delivered prior to the Effective Time to the Trustee, noteholders or other applicable PersonConvertible Notes Indentures, in each case, in a form reasonably acceptable to Parent; (ii) prior to the Effective Time, execute and deliver to the trustee a supplemental indenture with respect to each Convertible Notes Indenture outstanding at such time in a form reasonably satisfactory to Parent, effective as of the Effective Time and complying with the applicable requirements of the applicable Convertible Notes Indenture, together with any related certificates, legal opinions and other documents required by such Convertible Notes Indenture to be delivered in connection with the execution, delivery or performance of this Agreement, the transactions contemplated hereby or as otherwise required by, or such supplemental indenture; and (iii) provide all assistance and take all other actions reasonably requested by Parent pursuant to and in compliance with, the Indenture and (which shall not require any applicable Law; provided that, payment by the Company shall deliver a copy of any such notice or other document to Parent at least three (3its Subsidiaries) Business Days (that are customary or such shorter period of time as may be necessary in connection therewith or required to comply with the terms fulfillment of the 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. No event has occurred that has resulted in, or would require, an adjustment Company’s obligations under the terms of the Indenture to the conversion rate applicable to Convertible Notes and the Convertible Notes (which remains 38.7034 shares of Company Common Stock per $1,000 principal amount of Convertible Notes) Indentures. Parent and its counsel shall be given the opportunity to review and comment on each such document or that has resulted instrument, in each case, in accordance with the foregoing sentence before such document or would result in the instrument is provided to a trustee under any 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. Within (a) Prior to the time periods required by the terms of the IndentureEffective Time, the Company shall take will comply in all actions required by, or reasonably requested by Parent pursuant to and in compliance with, the Indenture and any applicable 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 the giving of any notices that may be required, or reasonably requested by Parent, prior to the Effective Time and delivery to the trustee under the Indenture (the “Trustee”), noteholders or other applicable Person, as applicable, of any documents or instruments required, or reasonably requested by Parent, to be delivered prior to the Effective Time to the Trustee, noteholders or other applicable Person, in each case, in connection material respects 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 and in compliance with, the Indenture and any applicable Law; provided that, the Company shall deliver a copy of any such 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 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. No event has occurred that has resulted in, or would require, an adjustment its obligations under the terms of the Indenture to Convertible Notes Indentures governing the conversion rate applicable to Convertible Notes, including the delivery of any notices required by the consummation of the Merger, and upon the direction of Parent in writing, will make elections required by the Convertible Notes (which remains 38.7034 shares Indentures regarding the settlement of Company Common Stock per $1,000 principal amount of Convertible Notes) or that has resulted in or would result in the Convertible Notes becoming convertible into Reference Property in accordance therewith. The Company will, and will cause its Subsidiaries to, reasonably cooperate with Parent in the preparation, execution, delivery and filing of the necessary and appropriate documentation in connection with any actions reasonably requested by Parent and Merger Sub in connection with the preceding sentence pursuant to this Section 6.17. The Company will provide Parent with a reasonable opportunity to review and comment on any required notice filings or other documents or instruments required under the Convertible Notes Indentures. Prior to the Effective Time, the Company will promptly (and in any event within 24 hours) provide Parent with copies of any notices received by the Company from (a) a trustee under any of the Convertible Notes Indentures or (b) a counterparty to any Contract related to Indebtedness of the Company. (b) Notwithstanding anything in this Agreement to the contrary, Parent hereby acknowledges and agrees that Parent shall not (and shall not permit any of its Subsidiaries to) settle any conversion of the 4.25% Convertible Senior Notes due 2018 following the Effective Time in any manner other than a Cash Settlement (as defined in the Indenture) and the Company will not take any action that would result in such an adjustment or in the applicable Convertible Notes becoming convertible into Reference Property other than Indenture as a result of the consummation date of the Offer, the Merger and the other transactions contemplated herebythis Agreement).