Treatment of Company Convertible Notes. Contingent on and effective immediately prior to the Effective Time, the Company Convertible Notes shall be (i) treated in accordance with the terms of the relevant agreements governing such Company Convertible Notes, and (ii) converted into Company Preferred Stock or Company Common Stock, as applicable (which shares of Company Preferred Stock or Company Common Stock shall be treated in accordance with Section 3.1(b) or Section 3.1(c)).
Treatment of Company Convertible Notes. The Company’s 3.000% Convertible Senior Notes due 2015 (the “2015 Convertible Notes”) issued pursuant to the indenture, dated as of December 14, 2010 (as amended or supplemented from time to time, the “Convertible Notes Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and the Company’s 1.625% Convertible Senior Notes due 2019 (the “2019 Convertible Notes” and together with the 2015 Convertible Notes, the “Company Convertible Notes”) issued pursuant to the Convertible Notes Indenture, issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding unless converted prior to the Effective Time pursuant to the terms of the Convertible Notes Indenture, and shall be treated in accordance with the terms of the Convertible Notes Indenture following the Effective Time; provided, however, that any Company Convertible Notes that are owned by Parent and its Subsidiaries immediately prior to the Effective Time shall be transferred to the Surviving Corporation and shall be cancelled and retired by the Surviving Corporation, and no consideration shall be delivered in exchange therefor.
Treatment of Company Convertible Notes. Contingent on and effective immediately prior to the Effective Time, the Company Convertible Notes shall be treated in accordance with the terms of the relevant agreements governing such Company Convertible Notes.
Treatment of Company Convertible Notes. Within the time periods required by the terms of the Company Convertible Notes Indenture, the Company shall take all actions required therein, to the extent such actions are within the Company’s control, to be performed by it or its Subsidiaries prior to the Astro Effective Time as a result of the execution and delivery of, and the performance by the Company of its obligations pursuant to, this Agreement, the Mergers, and the other Merger Transactions, including the giving of any notices that may be required prior to the Astro Effective Time and the delivery to the trustee or other applicable Person of any documents or instruments, certificates or opinions of counsel to such trustee or other applicable Person, in each case in connection with such transactions or otherwise required pursuant to any agreement governing the terms of the Company Convertible Notes; provided, that the Company shall deliver a copy of any such notice or other document, instrument, certificate or opinion of counsel to Parent at least five (5) Business Days prior to delivering or entering into such notice or other document, instrument, certificate or opinion of counsel in accordance with the terms of the Company Convertible Notes Indenture. Without limiting the generality of the foregoing, prior to the Astro Effective Time, the Company agrees to cooperate with Parent by (i) executing and delivering at the Astro Effective Time, a supplemental indenture to the Company Convertible Notes Indenture and related officer’s certificate and opinion of counsel, in each case in form and substance reasonably acceptable to Parent, and (ii) using commercially reasonable efforts to cause the trustee under the Company Convertible Notes Indenture to execute at the Astro Effective Time such supplemental indenture.
Treatment of Company Convertible Notes. At the Effective Time, each outstanding Company Convertible Note that was not optionally converted by its holder immediately prior to the Effective Time, will remain outstanding and convertible into shares of Acquiror Common Stock in accordance with the terms of such Company Convertible Note.
Treatment of Company Convertible Notes. (a) Pursuant to the Noteholder Conversions, the Company Convertible Notes held by the Requisite Convertible Notes Holders that are outstanding immediately prior to the Merger Effective Time shall be converted immediately prior to the Merger Effective Time into shares of Company Common Stock, and each share of Company Common Stock issued or issuable upon such conversion shall be treated as being issued and outstanding immediately prior to the Merger Effective Time and, pursuant to Section 4.2(b)(ii) (and without duplication), shall be canceled and converted into the right to receive the Standard Per Share Equity Value Consideration and, subject to the vesting and forfeiture conditions specified in Section 4.7, the Standard Per Share Earn-Out Consideration.
Treatment of Company Convertible Notes. At the First Effective Time, if not optionally converted by its holder immediately prior to the First Effective Time, the Company Convertible Notes will remain outstanding and convert into New Plum Common Shares in accordance with the terms of each such Company Convertible Note.
Treatment of Company Convertible Notes. Subject to obtaining the consent of requisite noteholders, as applicable, all Company Convertible Notes outstanding as of the Closing Date that are not otherwise automatically converted pursuant to their terms as a result of the Company’s entry into this Agreement shall be converted into shares of Company Common Stock, except for the Xxxxxx Note, which shall be amended to provide for, upon the Effective Time, the extension of the maturity date to December 31, 2026 and the convertibility of the outstanding principal and interest into Parent Common Stock, and that certain promissory note of the Company held by Xxxxx Xxxxx, dated December 31, 2021, in the initial principal amount of $1,007,323, which will provide for, at Closing, payment in cash of $507,323 of the principal plus interest accrued to the date of payment, and the conversion of the remaining $500,000 of outstanding principal into Parent Common Stock
Treatment of Company Convertible Notes. The Company shall comply, and following the Effective Time, Parent shall cause the Company and the Surviving Corporation, as applicable, to comply, with the terms of that certain Indenture, dated as of December 23, 2011 (the “Indenture”), between the Company and Xxxxx Fargo Bank, National Association, as Trustee, including Section 11.03 and Section 14.07 thereof, in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. The Company shall provide Parent, Purchaser and their counsel reasonable opportunity to review and comment on any written notice or communication to or with holders of Company Convertible Notes or with the Trustee under the Indenture, in each case prior to the dispatch or making thereof, and the Company shall give reasonable and good faith consideration to any comment made by Parent, Purchaser or their counsel. The Company shall keep Parent and Purchaser reasonably informed on a substantially current basis of material communications with such Persons.
Treatment of Company Convertible Notes. Each convertible note or convertible loan to purchase Company Ordinary Shares existing on the date hereof and listed on Exhibit 1.3(d) (each, a “Company Convertible Note”) shall be deemed to constitute a convertible note to purchase, on the same terms, conditions and restrictions as were applicable under such Company Convertible Note (including the vesting schedule) without any change thereto (including any acceleration of vesting except as otherwise required by the terms of the agreements listed in the Schedules hereto) resulting from the Merger, that number of shares of OPLI Common Stock which is equal to the number of Company Ordinary Shares that were subject to such Company Convertible Note immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number (after taking into account all Company Convertible Notes held by the holder of such Company Convertible Note), at a conversion price per share of OPLI Common Stock equal to the amount determined by dividing the conversion price per Company Ordinary Share subject to such Company Convertible Note immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting number up to the nearest whole cent; it being agreed and understood that the conversion of all or part of the Company Convertible Notes (including the issuance of options to such holders upon conversion thereof pursuant to the terms of the Company Convertible Notes (the "Contingent Options") and the shares underlying such Contingent Options (the "Contingent Shares" and together with the Contingent Options, the "Contingent Securities")), whether before or after the Effective Time, shall not modify the Exchange Ratio. Exhibit 1.3(d) attached hereto provides an illustration of the post-Closing share capital of OPLI had all of the existing Company Convertible Notes were converted prior to Closing.
