Common use of Sale of Senior Notes in Lieu of Exchange Clause in Contracts

Sale of Senior Notes in Lieu of Exchange. Notwithstanding anything in this Agreement to the contrary, Emergent may forego launching the Senior Note Exchange Offer in the event that Emergent obtains the agreement of holders of not less than 100% of the aggregate outstanding principal amount of the Senior Notes to sell all of the Senior Notes to PJC or the Investor. In such event, notwithstanding Section 2.3 or Section 6.12 of this Agreement, PJC shall cause the Investor to purchase from each Senior Note Holder all of the Senior Notes held by such Senior Note Holder on the Closing Date at a price equal to the face amount of each Senior Note pursuant to the terms of the Senior Note Purchase Agreement (as such may be revised to reflect the purchase of Senior Notes by the Investor instead of New Senior Notes), and immediately thereafter either (i) PJC shall cause the Investor to exchange all such Senior Notes purchased by the Investor for New Senior Notes of the same aggregate principal amount or (ii) the Senior Note Trustee and Emergent shall amend and restate the Senior Note Indenture such that the terms of the Senior Note Indenture are substantially identical to the terms set forth in the New Senior Note Indenture.