Common use of OS DEBENTURES Clause in Contracts

OS DEBENTURES. (a) As of the Effective Time, the Company assumes, jointly and severally with OS, all of the obligations and responsibilities under the OS Debentures to the holder or holders of the OS Debentures. With respect to the OS Debentures, at the Effective Time, the Company shall (i) replace the OS Underlying Shares, with the Company Underlying Shares and (ii) replace the Escrow Shares deposited by OS with the Escrow Agent with the Company Escrow Shares. (b) At the Effective Time, (i) all references in the OS Debentures to Company Common Stock (as defined in the OS Debentures) shall be references to Company Common Stock (as defined herein) and (ii) all references to the Company (as defined in the OS Debentures) in the OS Debentures shall be read as references to the Company (as defined herein) as if the OS Debentures were issued on the date the OS Debentures were issued, by the Company (as defined herein), specifically including all calculations in the OS Debentures such as the determination of the conversion price, the Conversion Price, the Fixed Conversion Price and the Floating Conversion Price. The Exchange Ratio (as defined herein) shall have no effect on the OS Debentures or the assumption thereof by the Company (as defined herein). (c) At the Effective Time, OS shall assign and the Company shall assume all of OS's obligations and covenants under the Purchase Agreement as if the Company executed the Purchase Agreement instead of OS on the date thereof. At the Effective Time, all references to the Company (as defined in the Purchase Agreement) in the Purchase Agreement shall mean the Company (as defined herein) and all references to dates or tolling of periods shall be read as if the Company (as defined herein) executed the Purchase Agreement instead of the Company (as defined in the Purchase Agreement). At the Effective Time, all of the remedies available to the current and future holders of the OS Debentures under the Purchase Agreement against the Company (as defined in the Purchase Agreement) shall be available against the Company (as defined herein). (d) The provisions described in this Section 2.7 shall not be amended and shall be in effect until the earlier of (i) the date all of the OS Convertible Debentures have been converted into Company Common Stock Shares and (ii) six (6) years from the date the OS Debentures were issued. (e) The current and future holders of the OS Debentures shall be third party beneficiaries of this Agreement. There shall be no other third party beneficiaries to this Agreement or any part hereof.

OS DEBENTURES. (a) As of the Effective Time, the Company assumes, -------------- jointly and severally with OS, all of the obligations and responsibilities under the OS Debentures to the holder or holders of the OS Debentures. With respect to the OS Debentures, at the Effective Time, the Company shall (i) replace the OS Underlying Shares, with the Company Underlying Shares and (ii) replace the Escrow Shares deposited by OS with the Escrow Agent with the Company Escrow Shares. (b) At the Effective Time, (i) all references in the OS Debentures to Company Common Stock (as defined in the OS Debentures) shall be references to Company Common Stock (as defined herein) and (ii) all references to the Company (as defined in the OS Debentures) in the OS Debentures shall be read as references to the Company (as defined herein) as if the OS Debentures were issued on the date the OS Debentures were issued, by the Company (as defined herein), specifically including all calculations in the OS Debentures such as the determination of the conversion price, the Conversion Price, the Fixed Conversion Price and the Floating Conversion Price. The Exchange Ratio (as defined herein) shall have no effect on the OS Debentures or the assumption thereof by the Company (as defined herein). (c) At the Effective Time, OS shall assign and the Company shall assume all of OS's obligations and covenants under the Purchase Agreement as if the Company executed the Purchase Agreement instead of OS on the date thereof. At the Effective Time, all references to the Company (as defined in the Purchase Agreement) in the Purchase Agreement shall mean the Company (as defined herein) and all references to dates or tolling of periods shall be read as if the Company (as defined herein) executed the Purchase Agreement instead of the Company (as defined in the Purchase Agreement). At the Effective Time, all of the remedies available to the current and future holders of the OS Debentures under the Purchase Agreement against the Company (as defined in the Purchase Agreement) shall be available against the Company (as defined herein). (d) The provisions described in this Section 2.7 shall not be amended and shall be in effect until the earlier of (i) the date all of the OS Convertible Debentures have been converted into Company Common Stock Shares and (ii) six (6) years from the date the OS Debentures were issued. (e) The current and future holders of the OS Debentures shall be third party beneficiaries of this Agreement. There shall be no other third party beneficiaries to this Agreement or any part hereof.

OS DEBENTURES. (a) As of the Effective Time, the Company assumes, jointly and severally with OS, all of the obligations and responsibilities under the OS Debentures to the holder or holders of the OS Debentures. With respect to the OS Debentures, at the Effective Time, the Company shall (i) replace the OS Underlying Shares, with the Company Underlying Shares and (ii) replace the Escrow Shares deposited by OS with the Escrow Agent with the Company Escrow Shares. (b) At the Effective Time, (i) all references in the OS Debentures to Company Common Stock (as defined in the OS Debentures) shall be references to Company Common Stock (as defined herein) and (ii) all references to the Company (as defined in the OS Debentures) in the OS Debentures shall be read as references to the Company (as defined herein) as if the OS Debentures were issued on the date the OS Debentures were issued, by the Company (as defined herein), specifically including all calculations in the OS Debentures such as the determination of the conversion price, the Conversion Price, the Fixed Conversion Price and the Floating Conversion Price. The Exchange Ratio (as defined herein) shall have no effect on the OS Debentures or the assumption thereof by the Company (as defined herein). (c) At the Effective Time, OS shall assign and the Company shall assume all of OS's obligations and covenants under the Purchase Agreement as if the Company executed the Purchase Agreement instead of OS on the date thereof. At the Effective Time, all references to the Company (as defined in the Purchase Agreement) in the Purchase Agreement shall mean the Company (as defined herein) and all references to dates or tolling of periods shall be read as if the Company (as defined herein) executed the Purchase Agreement instead of the Company (as defined in the Purchase Agreement). At the Effective Time, all of the remedies available to the current and future holders of the OS Debentures under the Purchase Agreement against the Company (as defined in the Purchase Agreement) shall be available against the Company (as defined herein). (d) The provisions described in this Section 2.7 shall not be amended and shall be in effect until the earlier of (i) the date all of the OS Convertible Debentures have been converted into Company Common Stock Shares and (ii) six (6) years from the date the OS Debentures were issued. (e) The current and future holders of the OS Debentures shall be third party beneficiaries of this AgreementAgreement only. There shall be no other third party beneficiaries to this Agreement or any part hereof.