Common use of Replacement Convertible Notes Clause in Contracts

Replacement Convertible Notes. If the holder of a Convertible Note claims that its Convertible Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Convertible Note if the Trustee’s and the Company’s requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement Convertible Note, the holder of a Convertible Note must provide a certificate of loss and an indemnity or an indemnity bond sufficient, in the judgment of both the Company and the Trustee, to fully protect the Company, the Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Convertible Note is replaced. The Company and the Trustee may charge the relevant holder for their expenses in replacing any Convertible Note. The Trustee or any authenticating agent may authenticate any such substituted Convertible Note, and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. Upon the issuance of any substituted Convertible Note, the Company and the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Convertible Note which has matured or is about to mature, or has been submitted for repurchase pursuant to Section 4.06 or is about to be converted into Common Stock pursuant to Article XII, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Convertible Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Convertible Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Convertible Note and of the ownership thereof. Every replacement Convertible Note is an additional obligation of the Company and shall be entitled to all the benefits provided under this Indenture equally and proportionately with all other Convertible Notes duly issued, authenticated and delivered hereunder.

Replacement Convertible Notes. If the holder of a any mutilated Convertible Note claims that its Convertible Note has been lost, destroyed or wrongfully takenis surrendered to the Trustee, the Company shall issue execute and upon its written request the Trustee shall authenticate a replacement Convertible Note if the Trustee’s and the Company’s requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement deliver, in exchange for any such mutilated Convertible Note, the holder of a new Convertible Note must provide containing identical provisions and of like principal amount, bearing a certificate of loss and an indemnity or an indemnity bond sufficient, in the judgment of both number not contemporaneously outstanding. If there shall be delivered to the Company and the TrusteeTrustee (i) evidence to their satisfaction of the destruction, to fully protect the Company, the Trustee, loss or theft of any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Convertible Note is replaced. The Company and the Trustee may charge the relevant holder for their expenses in replacing any Convertible Note. The Trustee or any authenticating agent may authenticate any such substituted Convertible Note, and deliver the same upon the receipt of (ii) such security or indemnity as may be required by them to save either of them and any agent of each of them harmless, then, in the Trusteeabsence of notice to the Company or the Trustee that such Convertible Note has been acquired by a bona fide purchaser, the Company andshall execute and upon its request the Trustee shall authenticate and deliver, if applicablein lieu of any such destroyed, lost or stolen Convertible Note, a new Convertible Note containing identical provisions and of like principal amount, bearing a number not contemporaneously outstanding. In case any such authenticating agent may requiremutilated, destroyed, lost or stolen Convertible Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Convertible Note, pay such Convertible Note. Upon the issuance of any substituted new Convertible NoteNote under this Section 2.7, the Company and the Trustee may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Every new Convertible Note which has matured or is about to mature, or has been submitted for repurchase issued pursuant to this Section 4.06 or is about to be converted into Common Stock pursuant to Article XII, shall become mutilated or be 2.7 in lieu of any destroyed, lost or stolen, the Company may, instead stolen Convertible Note shall constitute an original additional contractual obligation of issuing a substitute Convertible Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Convertible Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to whether or not the Trustee anddestroyed, if applicable, to the authenticating agent such security lost or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such stolen Convertible Note and of the ownership thereof. Every replacement Convertible Note is an additional obligation of the Company shall be at any time enforceable by anyone, and shall be entitled to all the benefits provided under of this Indenture equally and proportionately with any and all other Convertible Notes duly issuedissued hereunder. The provisions of this Section 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, authenticated and delivered hereunderdestroyed lost or stolen Convertible Notes.

Replacement Convertible Notes. If the holder of a Convertible Note claims that its Convertible Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Convertible Note if the Trustee’s and the Company’s requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement Convertible Note, the holder of a Convertible Note must provide a certificate of loss and an indemnity or an indemnity bond sufficient, in the judgment of both the Company and the Trustee, to fully protect the Company, the Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Convertible Note is replaced. The Company and the Trustee may charge the relevant holder for their expenses in replacing any Convertible Note. The Trustee or any authenticating agent may authenticate any such substituted Convertible Note, and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. Upon the issuance of any substituted Convertible Note, the Company and the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Convertible Note which has matured or is about to mature, or has been called for redemption pursuant to Article III, submitted for repurchase pursuant to Section 4.06 or is about to be converted into Common Stock pursuant to Article XII, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Convertible Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Convertible Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save hold each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Convertible Note and of the ownership thereof. Every replacement Convertible Note is an additional obligation of the Company and shall be entitled to all the benefits provided under this Indenture equally and proportionately with all other Convertible Notes duly issued, authenticated and delivered hereunder.

Replacement Convertible Notes. If the holder of a Convertible Note claims that its Convertible Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Convertible Note if the Trustee’s and the Company’s requirements are met. If required by the The Trustee or the Company shall require, as a condition of receiving authenticating a replacement Convertible Note, that the holder of a the Convertible Note must provide a certificate of loss and an indemnity or an indemnity bond sufficient, in the judgment of both the Company and the Trustee, to fully protect the Company, the Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Convertible Note is replaced. The Company and the Trustee may charge the relevant holder for their expenses in replacing any Convertible Note. The Trustee or any authenticating agent may authenticate any such substituted Convertible Note, and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. Upon the issuance of any substituted Convertible Note, the Company and the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Convertible Note which has matured or is about to mature, or has been submitted for repurchase pursuant to Section 4.06 or is about to be converted into Common Stock pursuant to Article XII, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Convertible Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Convertible Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Convertible Note and of the ownership thereof. Every replacement Convertible Note is an additional obligation of the Company and shall be entitled to all the benefits provided under this Indenture equally and proportionately with all other Convertible Notes duly issued, authenticated and delivered hereunder.

Replacement Convertible Notes. If the holder of a Convertible Note claims that its the Convertible Note has been lost, destroyed or wrongfully taken, in the absence of notice to the Company, the Guarantor or the Trustee that such Convertible Notes have been acquired by a protected purchaser the Company shall issue issue, the Guarantor shall endorse and the Trustee shall authenticate a replacement Convertible Note if the Trustee’s Company's and the Company’s Guarantor's requirements are met. If required by the Trustee or Trustee, the Company or Guarantor as a condition of receiving a replacement Convertible Note, the holder of a Convertible Note must provide a certificate of loss and an indemnity or and/or an indemnity bond sufficient, in the judgment of both the Company Company, the Guarantor and the Trustee, to fully protect the Company, the Guarantor, the Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Convertible Note is replaced. The Company Company, the Guarantor and the Trustee may charge the relevant holder for their expenses in replacing any Convertible Note. The Trustee or any authenticating agent may authenticate any such substituted Convertible Note, and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company Company, the Guarantor and, if applicable, such authenticating agent may require. Upon the issuance of any substituted Convertible Note, the Company and the Trustee Guarantor may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Convertible Note which has matured or is about to mature, or has been called for redemption pursuant to Article 3, has been submitted for repurchase pursuant to Section 4.06 or is about to be converted into Common Stock Shares pursuant to Article XII12, shall become mutilated or be destroyed, lost or stolen, the Company and the Guarantor may, instead of issuing a substitute Convertible Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Convertible Note), as the case may be, if the applicant for such payment or conversion shall furnish to the CompanyCompany and the Guarantor, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Guarantor, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Convertible Note and of the ownership thereof. Every replacement Convertible Note (including the related Guarantee) is an additional obligation of the Company and the Guarantor and shall be entitled to all the benefits provided under this Indenture equally and proportionately with all other Convertible Notes duly issued, authenticated and delivered hereunder.

Replacement Convertible Notes. If the holder of a Convertible Note claims that its Convertible Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Convertible Note if the Trustee’s 's and the Company’s 's requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement Convertible Note, the holder of a Convertible Note must provide a certificate of loss and an indemnity or an indemnity bond sufficient, in the judgment of both the Company and the Trustee, to fully protect the Company, the Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Convertible Note is replaced. The Company and the Trustee may charge the relevant holder for their expenses in replacing any Convertible Note. The Trustee or any authenticating agent may authenticate any such substituted Convertible Note, Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. Upon the issuance of any substituted Convertible Note, the Company and the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Convertible Note Note, which has matured or is about to mature, or which has been submitted for repurchase pursuant to Section 4.06 3.06 or is about to be converted into Common Stock pursuant to Article XIIXI, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Convertible Note, pay or authorize the payment of or convert exchange or authorize the conversion exchange of the same (without surrender thereof except in the case of a mutilated Convertible Note), as the case may be, if the applicant for such payment or conversion exchange shall furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion exchange agent of the destruction, loss or theft of such Convertible Note and of the ownership thereof. Every replacement Convertible Note is an additional obligation of the Company and any Subsidiary Guarantor and shall be entitled to all the benefits provided under this Indenture equally and proportionately with all other Convertible Notes duly issued, authenticated and delivered hereunder.

Replacement Convertible Notes. If any mutilated Convertible ----------------------------- Note is surrendered to the holder of a Convertible Note claims that its Convertible Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and upon its written request the Trustee shall authenticate a replacement Convertible Note if the Trustee’s and the Company’s requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement deliver, in exchange for any such mutilated Convertible Note, the holder of a new Convertible Note must provide containing identical provisions and of like principal amount, bearing a certificate of loss and an indemnity or an indemnity bond sufficient, in the judgment of both number not contemporaneously outstanding. If there shall be delivered to the Company and the TrusteeTrustee (i) evidence to their satisfaction of the destruction, to fully protect the Company, the Trustee, loss or theft of any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Convertible Note is replaced. The Company and the Trustee may charge the relevant holder for their expenses in replacing any Convertible Note. The Trustee or any authenticating agent may authenticate any such substituted Convertible Note, and deliver the same upon the receipt of (ii) such security or indemnity as may be required by them to save either of them and any agent of each of them harmless, then, in the Trusteeabsence of notice to the Company or the Trustee that such Convertible Note has been acquired by a bona fide purchaser, the Company andshall execute and upon its request the Trustee shall authenticate and deliver, if applicablein lieu of any such destroyed, lost or stolen Convertible Note, a new Convertible Note containing identical provisions and of like principal amount, bearing a number not contemporaneously outstanding. In case any such authenticating agent may requiremutilated, destroyed, lost or stolen Convertible Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Convertible Note, pay such Convertible Note. Upon the issuance of any substituted new Convertible NoteNote under this Section 2.07, the Company and the Trustee may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Every new Convertible Note which has matured or is about to mature, or has been submitted for repurchase issued pursuant to this Section 4.06 or is about to be converted into Common Stock pursuant to Article XII, shall become mutilated or be 2.07 in lieu of any destroyed, lost or stolen, the Company may, instead stolen Convertible Note shall constitute an original additional contractual obligation of issuing a substitute Convertible Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Convertible Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to whether or not the Trustee anddestroyed, if applicable, to the authenticating agent such security lost or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such stolen Convertible Note and of the ownership thereof. Every replacement Convertible Note is an additional obligation of the Company shall be at any time enforceable by anyone, and shall be entitled to all the benefits provided under of this Indenture equally and proportionately with any and all other Convertible Notes duly issuedissued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, authenticated and delivered hereunderdestroyed lost or stolen Convertible Notes.

Replacement Convertible Notes. If the holder of a Convertible Note claims that its Convertible Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Convertible Note if the Trustee’s 's and the Company’s 's requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement Convertible Note, the holder of a Convertible Note must provide a certificate of loss and an indemnity or and/or an indemnity bond sufficient, in the judgment of both the Company and the Trustee, to fully protect the Company, the Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Convertible Note is replaced. The Company and the Trustee may charge the relevant holder for their expenses in replacing any Convertible Note. The Trustee or any authenticating agent may authenticate any such substituted Convertible Note, Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. Upon the issuance of any substituted Convertible Note, the Company and the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Convertible Note Note, which has matured or is about to mature, or which has been submitted for repurchase pursuant to Section 4.06 Articles 4 or 5 or is about to be converted into Common Stock pursuant to Article XII14, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Convertible Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Convertible Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Convertible Note and of the ownership thereof. Every replacement Convertible Note is an additional obligation of the Company and shall be entitled to all the benefits provided under this Indenture equally and proportionately with all other Convertible Notes duly issued, authenticated and delivered hereunder.

Replacement Convertible Notes. If the holder of a Convertible Note claims that its Convertible Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Convertible Note if the Trustee’s 's and the Company’s 's requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement Convertible Note, the holder of a Convertible Note must provide a certificate of loss and an indemnity or and/or an indemnity bond sufficient, in the judgment of both the Company and the Trustee, to fully protect the Company, the Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Convertible Note is replaced. The Company and the Trustee may charge the relevant holder for their expenses in replacing any Convertible Note. The Trustee or any authenticating agent may authenticate any such substituted Convertible Note, Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. Upon the issuance of any substituted Convertible Note, the Company and the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Convertible Note Note, which has matured or is about to mature, or which has been submitted for repurchase pursuant to Section 4.06 4.6 or is about to be converted into Common Stock pursuant to Article XII11, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Convertible Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Convertible Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Convertible Note and of the ownership thereof. Every replacement Convertible Note is an additional obligation of the Company and shall be entitled to all the benefits provided under this Indenture equally and proportionately with all other Convertible Notes duly issued, authenticated and delivered hereunder.