Common use of Existing Convertible Indebtedness Clause in Contracts

Existing Convertible Indebtedness. Notwithstanding anything to the contrary in this Agreement (including in the definition of “Permitted Indebtedness” or relating to Subordinated Debt generally): (i) Make or permit any voluntary or optional prepayment or repayment of the outstanding principal amount of any Existing Convertible Indebtedness unless being replaced or refinanced with Permitted Indebtedness; provided, however, that, subject to Section 6.10(a)(iv) below, any and all conversions of any Existing Convertible Indebtedness into Equity Interests (or into any combination of cash and Equity Interests based on the value of such Equity Interests) from time to time in accordance with the terms thereof shall be permitted hereunder; (ii) Make or permit any payment of interest (including accrued and unpaid interest) in cash on or in respect of any of the Existing Convertible Indebtedness, other than, subject to Section 6.10(a)(iv) below, any payment in cash of accrued and unpaid interest required from time to time under the express terms of the Existing Convertible Indebtedness (and not prohibited under the Additional Intercreditor Agreement); provided, however, that in the event the IPO Transaction Closing Date does not occur within six (6) months of the Tranche A Closing Date, no payment of interest (including accrued and unpaid interest) in cash on or in respect of any Existing Convertible Indebtedness shall be permitted hereunder unless and until (A) the Issuer has received an equity investment in an amount equal to or greater than $25,000,000 and (B) any such interest is paid solely with the proceeds from such equity investment; (iii) Without limiting the generality of Section 6.4, create, incur, assume or become, directly or indirectly, liable with respect to, or issue any convertible loan note (or other similar instruments) evidencing, any Existing Convertible Indebtedness that is not issued and outstanding as of the Effective Date and disclosed on Schedule 12.2 of the Disclosure Letter; or (iv) Amend, restate, supplement or otherwise modify any terms, conditions or other provisions of any Existing Convertible Indebtedness or any agreement, instrument or other document relating thereto in any manner which would contravene in any respect any of the foregoing, increase the rate of interest thereon, require any additional cash or increased cash payments with respect to, shorten the maturity thereof or adversely affect the payment or priority subordination thereof (as applicable) to Obligations owed to Lenders, including, for the avoidance of doubt, in order to implement the IPO Transaction.

Existing Convertible Indebtedness. Notwithstanding anything to the contrary in this Agreement (including in the definition of “Permitted Indebtedness” or relating to Subordinated Debt generally): (i) Make or permit any voluntary or optional prepayment or repayment of the outstanding principal amount of any Existing Convertible Indebtedness unless being replaced or refinanced with Permitted Indebtedness; provided, however, that, subject to Section 6.10(a)(iv) below, any and all conversions of any Existing Convertible Indebtedness into Equity Interests (or into any combination of cash and Equity Interests based on the value of such Equity Interests) from time to time in accordance with the terms thereof shall be permitted hereunder; (ii) Make or permit any payment of interest (including accrued and unpaid interest) in cash on or in respect of any of the Existing Convertible Indebtedness, other than, subject to Section 6.10(a)(iv) below, any payment in cash of accrued and unpaid interest required from time to time under the express terms of the Existing Convertible Indebtedness (and not prohibited under the Additional Intercreditor Agreement); provided, however, that in the event the IPO Transaction Closing Date does not occur within six (6) months of the Tranche A Closing Date, no payment of interest (including accrued and unpaid interest) in cash on or in respect of any Existing Convertible Indebtedness shall be permitted hereunder unless and until (A) the Issuer has received an equity investment in an amount equal to or greater than $25,000,000 and (B) any such interest is paid solely with the proceeds from such equity investment; (iii) Without limiting the generality of Section 6.4, create, incur, assume or become, directly or indirectly, liable with respect to, or issue any convertible loan note (or other similar instruments) evidencing, any Existing Convertible Indebtedness that is not issued and outstanding as of the Effective Date and disclosed on Schedule 12.2 of the Disclosure Letter; or (iv) Amend, restate, supplement or otherwise modify any terms, conditions or other provisions of any Existing Convertible Indebtedness or any agreement, instrument or other document relating thereto in any manner which would contravene in any respect any of the foregoing, increase the rate of interest thereon, require any additional cash or increased cash payments with respect to, shorten the maturity thereof or adversely affect the payment or priority subordination thereof (as applicable) to Obligations owed to Lenders, including, for the avoidance of doubt, in order to implement the IPO Transaction.