Common use of Make-Whole Premium Clause in Contracts

Make-Whole Premium. (a) Upon the occurrence of a Change in Control, unless the Acquiror in such Change in Control is a Public Entity or is a direct or indirect subsidiary of a Public Entity and the Issuer indicates in the notice required to be sent to Holders pursuant to Section 11.2(c) hereof that it elects to provide for the Notes to be convertible into common shares of the Public Entity, the Issuer will pay, on the Designated Event Repurchase Date, the Make Whole Premium, if any, to Holders that convert their Notes pursuant to Section 14.1 hereof at any time after the date of the Issuer Notice required pursuant to Section 13.4 hereof but on or before the close of business on the Business Day immediately preceding the Designated Event Repurchase Date. (b) The Make Whole Premium shall be equal to an additional number of Common Shares calculated in accordance with Section 11.1(c) hereof. The Make Whole Premium will be in addition to, and not in substitution for, any cash, securities, or other assets otherwise due to Holders of Notes upon conversion or repurchase.

Make-Whole Premium. (a) Upon the occurrence of a Change in Control, unless the Acquiror in such Change in Control is a Public Entity or is a direct or indirect subsidiary of a Public Entity and the Issuer indicates in the notice required to be sent to Holders pursuant to Section 11.2(c) hereof that it elects to provide for the Notes to be convertible into common shares of the Public Entity, the Issuer will pay, on the Designated Event Repurchase Date, the Make Whole Premium, if any, to Holders that convert their Notes pursuant to Section 14.1 hereof at any time after the date of the Issuer Notice required pursuant to Section 13.4 hereof but on or before the close of business on the Business Day immediately preceding the Designated Event Repurchase Date. (b) The Make Whole Premium shall be equal to an additional number of Common Shares calculated in accordance with Section 11.1(c) hereof. The Make Whole Premium will be in addition to, and not in substitution for, any cash, securities, or other assets otherwise due to Holders of Notes upon conversion or repurchase. (c) The “Make Whole Premium” shall be equal to the principal amount of the Notes to be converted divided by $1,000 and multiplied by the applicable number of Common Shares determined pursuant to the table below (the “Make Whole Table”) based on the Share Price and the Effective Date: