Convertible Senior Notes. No event later than five (5) days after delivery thereof, copies of all material statements, reports and notices made available to or from the Trustee with respect to any Convertible Senior Notes.
Convertible Senior Notes. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries to, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to the Convertible Senior Notes or the Indenture (i) which shortens the fixed maturity, or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable whether at maturity, at a date fixed for prepayment, by acceleration, by mandatory redemption, repayment, prepayment, or defeasance for cash or otherwise of such Convertible Senior Notes, or increases the amount of, or accelerates the time of payment of, any fees payable in connection therewith; (ii) which relates to the affirmative or negative covenants, events of default or remedies under the documents or instruments evidencing such Debt and the effect of which is to subject the Borrower or any of its Subsidiaries, to any provisions that are more onerous or more restrictive provisions than those set forth in this Agreement; or (iii) which otherwise adversely affects the interests of the Secured Parties as senior creditors or the interests of any of the Secured Parties under this Agreement or any other Credit Documents in any material respect.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries to, make or offer to make any optional or voluntary repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) (whether in whole or in part) of any of the Convertible Senior Notes.
Convertible Senior Notes. (a) Maxtor shall provide, or shall cause to be provided, in accordance with the applicable terms of each Indenture, to the trustee under each such Indenture and to each Holder (as defined in each respective Indenture), any notices required by such Indenture to be delivered prior to the Effective Time by virtue of the transactions contemplated hereby.
(b) Prior to the Effective Time, Seagate and the Surviving Company shall take such actions as are required under each Indenture to establish and evidence the rights of the holders of the Convertible Notes issued under such Indenture to convert each such Convertible Note, after the Effective Time, into Seagate Common Stock, and cash, as applicable, upon the terms and subject to the conditions and other provisions of such Indenture, including the execution and delivery of supplemental indentures, officers certificates and opinions of counsel. After the Effective Time, Seagate shall, and shall cause the Surviving Company to: (a) deliver to the holders of the Convertible Notes and the 5 3/4% Notes appropriate notices required by the terms of the applicable Indenture as a result of the transactions contemplated hereby, (b) comply with the terms and conditions and other provisions of each Indenture with respect to the purchase and or the conversion of the Convertible Notes from the holders thereof as a result of the transactions contemplated hereby, if required by the terms of such Indenture, and (c) take all such further actions, including the delivery of any officers’ certificates and opinions of counsel required by the Indentures, as may be necessary to comply with all of the terms and conditions of the Indentures.
(c) Assuming that Maxtor delivers to Seagate any information with respect to Maxtor or the holders of the 2.375% Notes required to be contained therein in order to permit the resale by such holders of the 2.375% Notes and the Seagate Common Stock upon conversion thereof, Seagate shall use its best efforts to file with the SEC a registration statement on Form S-3 with respect to the shares of Seagate Common Stock to be issued upon conversion of the 2.375% Notes prior to the Effective Time and Seagate shall use its best efforts to have such registration statement become effective at or prior to the Effective Time and to maintain the effectiveness of such registration statement (and maintain the current status of the related prospectus) in accordance with, and subject to, the terms of the 2.375% Notes, th...
Convertible Senior Notes. Variable Interest Convertible Senior Notes due 2019 (the “Notes”) Aggregate Principal Amount Offered: $200,000,000 principal amount of the Notes (or a total of $230,000,000 principal amount of the Notes if the underwriter exercises in full its over-allotment option to purchase additional Notes) Public Offering Price: 100% of principal amount Maturity: January 15, 2019, unless earlier converted or repurchased Annual Interest Rate: 2.50%, with an additional amount of cash interest payable on each Interest Payment Date based on the amount of cash dividends per share paid by the Issuer on the Common Stock during the prior three-month period ending on the Record Date for such interest payment multiplied by the total number of shares of the Common Stock into which the Notes are convertible on such Record Date (together, the “Total Interest”). Notwithstanding the foregoing, however, the interest payable on each Interest Payment Date shall be the higher of (a) the Total Interest and (b) 7.50% per annum. In addition, if the Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, on each Interest Payment Date on or after January 15, 2018, the Issuer will pay additional interest on a Note in an amount equal to the amount required to be paid to prevent such Note from being treated as an applicable high yield discount obligation Comparable Yield: 8.00% Interest Payment Dates and Record Dates: Interest will accrue from the Settlement Date or from the most recent date to which interest has been paid or duly provided for, and will be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, to the person in whose name the Note is registered at the close of business on January 1, April 1, July 1 or October 1, as the case may be, immediately preceding the relevant Interest Payment Date Last Reported Sale Price of Common Stock on NYSE on November 14, 2012: $15.20 per share of Common Stock Reference Price: $14.80 per share of Common Stock, the Public Offering Price per share in the Common Stock Offering Conversion Premium: Approximately 25.00% above the Reference Price Initial Conversion Price: Approximately $18.50 per share of Common Stock Initial Conversion Rate: 54.0541 shares of Common Stock per $1,000 principal amount of the Notes, subject to adjustment Use of Proceeds: The Issuer estimates that the net proceeds from the Convertible Senior ...
Convertible Senior Notes. (a) Trulia and, following the Effective Time, HoldCo, shall not cause an “Event of Default” under the terms of, and as such term is defined in, the Indenture, dated as of December 17, 2013 (the “Indenture”), between Trulia and Xxxxx Fargo Bank, National Association (the “Trustee”), governing Trulia’s 2.75% Convertible Senior Notes due 2020 (the “Convertible Senior Notes”) and HoldCo shall otherwise comply with, or cause the Trulia Surviving Corporation to comply with, all of its respective obligations and duties under the terms of the Indenture.
(b) HoldCo shall enter into a supplemental indenture in respect of the Convertible Senior Notes containing the provisions required by the Indenture, including a provision that, at the Effective Time, (i) each outstanding Convertible Senior Note will no longer be convertible into shares of Trulia Common Stock and will be convertible solely into shares of HoldCo Class A Common Stock, pursuant to, and in accordance with, the terms of the Indenture, and (ii) HoldCo shall guarantee all of the obligations of Trulia under the Convertible Senior Notes and the Indenture.
Convertible Senior Notes. As promptly as practicable after the execution and delivery of this Agreement, the Merger Subs, Parent and the Company shall prepare any supplemental indenture(s) (each a “Supplemental Indenture”) as required by Sections 11.01 and 14.07 of the indenture, dated as of March 31, 2014 (the “Indenture”), by and among the Company and U.S. Bank National Association, as trustee (the “Trustee”), governing the 0.125% Convertible Senior Notes due 2019 (the “Convertible Senior Notes”) of the Company. On the Closing Date, Purchaser, Parent and the Company, as required, shall execute with the Trustee any such Supplemental Indenture(s) and, in each case, deliver any required certificates, legal opinions and other documents required by the Indenture to be delivered in connection with such Supplemental Indenture(s). The Company shall deliver all notices and take all other actions required under the terms of the Convertible Senior Notes, the Indenture, the Note Xxxxxx and the Warrants; provided, however, that the Company will provide copies of such notice to Parent at least three (3) business days prior to delivering any such notice or taking any such action. The Company and the Company Subsidiaries shall, and shall use their reasonable best efforts to cause their Representatives to, reasonably cooperate with Parent and Purchaser in connection with the fulfillment of the Company’s obligations under the terms of the Convertible Senior Notes, the Indenture, the Note Xxxxxx and the Warrants at any time after the date of this Agreement as reasonably requested by Parent.
Convertible Senior Notes. The Convertible Senior Notes shall have been issued by the Borrower and the Borrower shall have received Debt Incurrence Proceeds therefrom in an amount equal to or greater than $95,000,000.
Convertible Senior Notes. Section 6.24 of the Credit Agreement is hereby amended by deleting subsection (b) in its entirety and replacing it with the following:
Convertible Senior Notes. “Convertible Senior Notes” shall mean the Company’s 2.50% Convertible Senior Notes due 2025 issued under the Convertible Senior Notes Indenture.
Convertible Senior Notes. On February 22, 2019, we issued $1.4 billion in aggregate principal amount of our 0.875% Convertible Senior Notes due 2022 (the “Convertible Notes”), including $187.5 million in aggregate principal amount resulting from an exercise in full of an over- allotment option. The Convertible Notes were issued in a private placement to certain initial purchasers for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
