Senior Convertible Notes. Pursuant to the Note Exchange Agreement substantially in the form attached hereto as Exhibit C, immediately after, and conditioned upon, the conversion of all outstanding shares of Series D Preferred Stock and Series E Preferred Stock, all principal of the then outstanding 13.9% Senior Convertible Notes of the Company (the “Senior Convertible Notes”), together with all interest accrued thereon up to and including the Closing Date, shall be converted, at a per share price equal to the Merger Consideration, into shares of common stock of the Surviving Corporation.
Senior Convertible Notes. Subject to the terms and conditions of this Agreement, promptly and in any event no later than ten days after the Closing Date, Skyworks shall authorize, execute and deliver the Indenture and the other Senior Note Documentation (other than Senior Convertible Notes) and, thereafter, promptly after any demand by Conexant in accordance with Section 9 of the Interim Convertible Notes, shall issue, execute and deliver to Conexant Senior Convertible Notes in exchange for Interim Convertible Notes, as follows:
Senior Convertible Notes the outstanding Series A 6.5% Senior Convertible Notes and Series B 6.5% Senior Convertible Notes, each due 2014 and each issued by Parent, together with the subsidiary guarantees thereof. Senior Officer - the chairman of the board of directors, the president or the chief financial officer of, or in-house legal counsel to Parent. Senior Subordinated Note Indentures – (i) the Indenture, dated as of January 28, 1999, among the Parent, certain of its Subsidiaries and U.S. Bank Corporate Trust, successor in interest to State Street Bank and Trust Company, as trustee, together with all instruments and other agreements entered into by Parent or such Subsidiaries in connection therewith, and (ii) the Indenture, dated as of May 29, 2001, among the Parent, certain of its Subsidiaries and U.S. Bank Corporate Trust, successor in interest to State Street Bank and Trust Company, as trustee, together with all instruments and other agreements entered into by Parent or such Subsidiaries in connection therewith. Senior Subordinated Notes – the outstanding 9 3/8% Senior Subordinated Notes due 2009 issued by Parent, together with the subsidiary guarantees thereof. Settlement Date - as defined in Section 3.1.3(i) of the Agreement. Settlement Loan - as defined in Section 3.1.3(ii) of the Agreement.
Senior Convertible Notes. Immediately upon receipt by Borrower of written notice from Lender that it has been organized under Singapore law and that it has ratified the execution and delivery of this Agreement (including, without limitation, its representations and warranties set forth herein), Borrower will execute and deliver to Lender one or more Senior Convertible Notes, in the principal amount of US$52,925,000, in substantially the form of Exhibit A hereto, which will be in full consideration for the Original Loans (collectively with each additional Senior Convertible Note, if any, issued pursuant to Section 1.3 below, the “Convertible Notes”).
Senior Convertible Notes. (a) The Company and, following the Effective Time, the Surviving Corporation, will comply with all of its obligations and duties under the terms of the Indenture governing the Company’s 2.625% Senior Convertible Notes due 2041 (the “
Senior Convertible Notes. (a) The Company and, following the Effective Time, the Surviving Corporation, shall comply with all of its obligations and duties under the terms of the Indenture dated as of April 23, 2007 (the "2.50% Indenture") between the Company and The Bank of New York (the "Trustee"), including (i) the delivery of notice to each holder ("2.50% Holder") of the Senior Convertible Notes, the Trustee and the Conversion Agent (as defined in the 2.50% Indenture) of the right of the 2.50% Holders to convert the Senior Convertible Notes into Company Common Stock, at least ten (10) calendar days prior to the anticipated effective date of the Fundamental Change (as defined in the 2.50% Indenture), (ii) the issuance of a press release and the posting on the Company's website of the information specified in clause (i) hereof, (iii) the delivery of a Company Repurchase Notice (as defined in Section 3.02 of the 2.50% Indenture) to the Trustee, Paying Agent (as defined in the 2.50% Indenture) and each 2.50% Holder on or before the fifth (5th) calendar day after the occurrence of a Fundamental Change, (iv) the issuance of a press release and the posting of notice on the Company's website containing the Company Repurchase Notice and (v) the delivery of any Officers' Certificate and Opinion of Counsel (as such terms are defined in the 2.50% Indenture) required under the 2.50% Indenture to be delivered in connection with any of the foregoing actions.
Senior Convertible Notes the Series A 6.5% Senior Convertible Notes and Series B 6.5% Senior Convertible Notes, each due 2014 and each issued by Parent, together with the subsidiary guarantees thereof.
Senior Convertible Notes. Full Ratchet adjustment right through May 25, 2009, weighted average dilution adjustment thereafter.
