Common use of Convertible Senior Notes Clause in Contracts

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, the 2005 Indenture and the related registration rights agreement.

Convertible Senior Notes. (a) Maxtor Within the time periods required by the terms of the Convertible Senior Notes Indenture, the Company shall providetake, or shall cause each other Acquired Corporation to take, all actions required by, or reasonably requested by Parent or Purchaser pursuant to and in compliance with, the Convertible Senior Notes Indenture and any applicable Legal Requirement to be providedperformed by any Acquired Corporation prior to the Effective Time as a result of the execution, in accordance with delivery or performance of this Agreement or the applicable terms consummation of each Indenturethe Transactions, including the giving of any notices that may be required or reasonably requested by Parent or Purchaser prior to the Effective Time and delivery to the trustee under each such the Convertible Senior Notes Indenture and to each Holder (as defined in each respective Indenturethe “Trustee”), holders or other applicable Person, as applicable, of any notices documents or instruments required or reasonably requested by such Indenture Parent or Purchaser to be delivered prior to the Effective Time to the Trustee, holders or other applicable Person, in each case in connection with the execution, delivery or performance of this Agreement, the Transactions or as otherwise required by, or reasonably requested by virtue Parent or Purchaser pursuant to and in compliance with, the Convertible Senior Notes Indenture and any applicable Legal Requirement; provided that the Company shall deliver a copy of any such notice or other document to Parent and Purchaser at least three (3) business days (or such shorter period of time as may be required to comply with the terms of the transactions contemplated hereby. Convertible Senior Notes Indenture or any applicable Legal Requirement) prior to delivering or entering into such notice or other document in accordance with the terms of the Convertible Senior Notes Indenture or any applicable Legal Requirement. Without limiting the generality of the foregoing, the Company agrees to cooperate, and agrees to cause each other Acquired Corporation to cooperate, as applicable, with Parent and Purchaser by executing and delivering (bor causing to be executed and delivered, as applicable) Prior to at the Effective Time, Seagate a supplemental indenture, officer’s certificate and opinion of counsel, in each case in form and substance reasonably acceptable to the Surviving Company shall take such actions as are required under each Indenture Trustee, Parent and Purchaser, pursuant to establish and evidence the rights of the holders of the Convertible Senior 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, the 2005 Indenture and the related registration rights agreement.

Convertible Senior Notes. (a) Maxtor Within the time periods required by the terms of the Convertible Senior Notes Indenture, the Company and its Subsidiaries shall providetake all actions required by, or shall cause reasonably requested by Parent or Purchaser pursuant to and in compliance with, the Convertible Senior Notes Indenture and applicable Legal Requirement to be provided, in accordance with performed by the applicable terms Company or any of each Indenture, its Subsidiaries prior to the trustee under each such Indenture Effective Time as a result of the execution and to each Holder (as defined in each respective Indenture)delivery of this Agreement or the consummation of the Transactions, including the giving of any notices that may be required or reasonably requested by such Indenture Parent or Purchaser prior to the Effective Time and delivery to the trustee, holders or other applicable Person, as applicable, of any documents or instruments required or reasonably requested by Parent or Purchaser to be delivered prior to the Effective Time by virtue of the transactions contemplated hereby. (b) Prior to the Effective Timesuch trustee, Seagate and the Surviving Company shall take such actions as are required under holders or other applicable Person, in 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 case in connection with the execution and delivery of supplemental indenturesthis Agreement, officers certificates the Transactions or as otherwise required by, or reasonably requested by Parent or Purchaser pursuant to and opinions in compliance with, the Convertible Senior Notes Indenture; provided that, in the event of counselthe termination of this Agreement as provided in Section 8.1, Parent and Purchaser shall reimburse the Acquired Corporations, as applicable, for all reasonable and documented out-of-pocket costs and expenses incurred by the Acquired Corporation in connection with any such request by Parent or Purchaser; provided further that the Company (or such applicable Subsidiary) shall deliver a copy of any such notice or other document to Parent and Purchaser at least three (3) business days prior to delivering or entering into such notice or other document in accordance with the terms of the Convertible Senior Notes Indenture. After Without limiting the generality of the foregoing, the Company agrees to cooperate with Parent and Purchaser by (i) executing and delivering (or causing to be executed and delivered, as applicable) at the Effective Time, Seagate shalla supplemental indenture, officer’s certificate and shall cause the Surviving Company to: (a) deliver opinion of counsel, in each case in form and substance reasonably acceptable to Parent and Purchaser, pursuant to the holders of the Convertible Senior 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 (cii) 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 using its reasonable best efforts to file with cause the SEC a registration statement on Form S-3 with respect trustee under the Convertible Senior Notes Indenture to the shares of Seagate Common Stock to be issued upon conversion of the 2.375% Notes prior to execute at 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, the 2005 Indenture and the related registration rights agreementsupplemental indenture.