Parent Convertible Notes. Pursuant to a supplemental indenture ------------------------ reasonably satisfactory, in form and substance, to Parent and Company and executed at the Closing, Company shall become obligated, upon conversion of any of Parent's 7% convertible notes after the Effective Time, to issue to the holder thereof a number of shares of Company Common Stock calculated (in accordance with the Exchange Ratio) to reflect the number of shares of HDD Common Stock that would have been issued to such holder if such holder had converted such note immediately before the Effective Time.
Parent Convertible Notes. Notwithstanding anything to contrary in this Agreement, prior to the Effective Time, Parent (i) shall take all such actions as may be required in accordance with, and subject to, the terms of the Parent Convertible Notes Indenture or under applicable Law and (ii) may take any actions as may be permitted or contemplated under the terms of the Parent Convertible Notes Indenture, in each case, including the giving of any notices that may be required in connection with the Transactions and settling any repurchase or conversion of the Parent Convertible Notes occurring prior to or as a result of or in connection with the Transactions and electing any Settlement Method under, and as defined in, the Parent Convertible Notes Indenture (including, for the avoidance of doubt, by not delivering a Settlement Notice (as defined in the Parent Convertible Notes Indenture) with respect to any Conversion Date (as defined in the Parent Convertible Notes Indenture)). For the avoidance of doubt, notwithstanding anything to contrary in this Agreement, Parent may settle any conversion of Parent Convertible Notes in cash, shares of the Parent Common Stock or any combination of cash and shares of Parent Common Stock, at Parent’s election. The Company shall, to the extent reasonably requested by Parent in connection with the Transactions and the consummation thereof, assist Parent in ensuring its compliance with requirements of the Parent Convertible Notes Indenture.
Parent Convertible Notes. Prior to or simultaneously with the initial incurrence of the Term Loan, the issuance of the Parent Convertible Notes shall be consummated.
Parent Convertible Notes. It is the intent of the parties that the Company’s 12% Convertible Notes dated between September 15, 2007 and November 17, 2008, in the aggregate principal amount of $1,874,448.00, which have not been amended to eliminate all conversion features, be converted into the 9% Convertible Notes of Parent (“Parent Convertible Notes”) pursuant to the Representation Letters, in the form annexed hereto as Exhibit C. An aggregate of 5,753,917 shares of common stock of the Parent shall be authorized to be issued and reserved for issuance upon the conversion of the Parent Convertible Notes.
Parent Convertible Notes. (a) The Parties expressly acknowledge and agree that none of Parent’s obligations under the Parent Convertible Notes will be assumed or guaranteed by Purchaser, the Entities or any Affiliate thereof. Parent may, in its reasonable discretion, take actions to amend the Indenture prior to the Closing to eliminate the obligations contemplated under Article 11 of the Indenture (and, in Parent’s reasonable discretion, to delete or modify other provisions of the Indenture in a manner not adverse to Purchaser or the Entities or that would not impede or delay the Closing). Parent shall keep Purchaser informed with respect to the status of the actions taken pursuant to the foregoing.
Parent Convertible Notes. Parent and the Company shall take all actions necessary to ensure that the Merger shall not constitute a “Fundamental Change” or “Make Whole Fundamental Change”, each as defined in the indentures governing the Parent Convertible Notes.
Parent Convertible Notes. No Obligor shall exercise any conversion right it may have under any Parent Convertible Notes held by it after the Restructuring Effective Date or, so long as any Parent Convertible Notes contain a right to convert the liabilities thereunder into Parent Shares, otherwise assign, novate or transfer to any other party (other than another Obligor) any right it may have in respect of such Parent Convertible Notes.
