Treatment of Convertible Debt Sample Clauses

Treatment of Convertible Debt. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document (a) any settlement in respect of Convertible Debt to the extent made through the delivery of Equity Interests and/or payment of Cash does not constitute a Restricted Payment and (b) the conversion of Convertible Debt, the right of any or all of the holders thereof to trigger and/or settle such conversion or any triggering and/or settlement thereof or the triggering, exercise or settlement of any rights by any or all of the holders thereof to cause the Borrower to repurchase such Convertible Debt shall not (i) constitute a “scheduled principal payment” for purposes of clause (a) of the definition of “Unsecured Longer-Term Indebtedness”, and any cash payment made by the Borrower in respect thereof shall constitute a “regularly scheduled payment, prepayment or redemption of principal and interest in respect thereof required pursuant to the instruments evidencing such Indebtedness” within the meaning of clause (a) of Section 6.12 or (ii) constitute an event or condition described in clause (h) of Article VII.
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Treatment of Convertible Debt. The Company shall take all actions ----------------------------- necessary to block the conversion into Company Common Stock of any unpaid principal and interest outstanding under that certain Amended and Restated Credit Agreement, dated February 27, 2001, between the Company and Omnicom Finance, Inc., as amended (the "Company Credit Agreement") including, but not limited to issuing a conversion blockage notice and prepaying any unpaid principal and interest thereunder in cash within ten business days after the delivery of such conversion blockage notice. The Company shall repay all unpaid amounts of principal and interest under the Company Credit Agreement in full prior to the Effective Time. Unless the obligation to make such repayment is waived by Parent, Parent shall provide financing on commercially reasonable terms in light of the nature of this transaction in amounts sufficient to satisfy such obligation to Omnicom Finance, Inc. under the terms of the Company Credit Agreement as in effect on the date of this Agreement.
Sample 1
Treatment of Convertible Debt. The Convertible Debt shall be converted into the right to receive the whole number of shares of Parent Common Stock equal to (i) the amount of outstanding principal and accrued but unpaid interest payable as of the Closing Date under such Convertible Debt divided by (ii) the Parent Common Stock Price. A certificate representing the shares of Parent Common Stock to which each holder of Convertible Debt shall be entitled pursuant to this Section 2.4 shall be delivered to such holder at such time as the Exchange Agent delivers to such holder a certificate representing the number of whole shares of Parent Common Stock that such holder is entitled to receive in respect of all Certificates held by such holder that are surrendered for exchange pursuant to the provisions of Article II of this Agreement. Each holder of Convertible Debt agrees that, upon issuance of the shares of Parent Common Stock pursuant to this Section 2.4, all Convertible Debt held by such holder shall be deemed paid in full as of the Closing Date and that the Company shall have no further obligations to such holder under the Convertible Debt.
Sample 1

Related to Treatment of Convertible Debt

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

  • Treatment of Company Options Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”).

Time is Money Join Law Insider Premium to draft better contracts faster.