Common use of Treatment of Convertible Notes Clause in Contracts

Treatment of Convertible Notes. (a) Within the time periods required by the terms of the Indenture, the Company shall take all actions required by the Indenture to be performed by the Company prior to the Effective Time as a result of the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, including the giving of any notices that may be required prior to the Effective Time in connection with the convertibility of the Convertible Notes, the delivery to the Trustee of any certificates, opinions, documents or instruments required to be delivered prior to the Effective Time to the Trustee in connection with such transactions or otherwise required pursuant to the terms of the Indenture. Without limiting the generality of the foregoing, prior to the Effective Time, the Company agrees to (i) deliver the notice required by Section 13.01(b)(iii) of the Indenture promptly following the date of this Agreement, (ii) execute and deliver at the Effective Time, a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Section 13.08 and Article 10, as applicable, of the Indenture and (iii) use its reasonable best efforts to cause the Trustee to execute the supplemental indenture at the Effective Time. Such supplemental indenture shall provide that, effective at the Effective Time, each outstanding Convertible Note shall no longer be convertible into shares of Company Common Stock but shall be convertible solely into the Note Merger Consideration that the holders of such Convertible Notes are entitled to receive upon conversion in accordance with the terms of the Indenture. (b) Prior to taking any of the foregoing actions, the Company shall consult with and reasonably cooperate with Parent with respect to the action and the intended manner and form thereof. Parent shall be given a reasonable opportunity to review any notice, announcement, certificate or legal opinion before such document is provided to the Trustee, and the Company shall give reasonable and good faith consideration to any comments made by Parent. The Company will not make any settlement election under or make any change to the terms of the Indenture without the prior written consent of Parent.

Treatment of Convertible Notes. (a) Within Prior to the time periods required by the terms of the IndentureEffective Time, the Company shall take all such actions as may be required by in accordance with, and subject to, the Indenture to be performed by terms of the Company prior to the Effective Time as a result of the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this AgreementIndenture or under applicable law, including the giving of any notices that may be required prior to the Effective Time in connection with the convertibility Merger and any repurchases or conversions of the Company Convertible Notes, the delivery to the Trustee Notes occurring as a result of any certificates, opinions, documents or instruments required to be delivered prior to the Effective Time to the Trustee in connection with such transactions or otherwise the Merger and shall cooperate with the Purchaser in the preparation of any Schedule TO statements in connection with any repurchase offer for the Company Convertible Notes made after the Closing, whether required pursuant to the terms of the IndentureCompany Indenture or otherwise requested by Parent or Purchaser. Without limiting the generality of the foregoing, prior Prior to the Effective Time, the Company agrees shall, to (i) deliver the notice required extent reasonably requested by Section 13.01(b)(iii) of Parent or Purchaser in connection with the Indenture promptly following Merger and the date of this Agreementconsummation thereof, (ii) undertake the preparation of, and shall execute and deliver at deliver, any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required in connection with the Effective Time, a supplemental indenture, officer’s certificate Merger and opinion of counsel the consummation thereof pursuant to Section 13.08 and Article 10, as applicable, of the Company Indenture and (iii) use its reasonable best efforts to cause the Trustee to execute the supplemental indenture at the Effective Timeor under any applicable law. Such supplemental indenture The Company shall provide thatParent, effective at the Effective Time, each outstanding Convertible Note shall no longer be convertible into shares of Company Common Stock but shall be convertible solely into the Note Merger Consideration that the holders of such Convertible Notes are entitled to receive upon conversion in accordance with the terms of the Indenture. (b) Prior to taking any of the foregoing actions, the Company shall consult with Purchaser and reasonably cooperate with Parent with respect to the action and the intended manner and form thereof. Parent shall be given a their counsel reasonable opportunity to review and comment on any noticenotices, announcementcertificates, certificate press releases, supplemental indentures, legal opinions, officers’ certificates or legal opinion before such document is provided other documents or instruments deliverable pursuant to or in connection with any Company Indentures prior to the Trusteedispatch or making thereof, and the Company shall give reasonable and good faith consideration promptly respond to any reasonable questions from, and reflect any reasonable comments made by Parentby, Parent or its counsel with respect thereto prior to the dispatch or making thereof. The In addition, the Company will not make shall promptly notify the Parent following the occurrence of any settlement election event that would require an adjustment to the conversion rate under or make the Company Indenture (including any adjustment that would require a change to the terms such conversion rate of the Indenture without the prior written consent of Parentless than 1%).

Treatment of Convertible Notes. (a) Within Parent shall not assume any promissory notes convertible into Company Common Stock in connection with the time periods required by Merger. Each holder of a note (a “Noteholder”) that is convertible into Company Common Stock under the terms of the Indenture, the Company shall take all actions required by the Indenture to be performed several promissory notes entered into by the Company and the note holders party thereto outstanding immediately prior to the Effective Time as (whether or not then convertible) (each a result of the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated “Company Note”) shall be provided with notice pursuant to which all Company Notes held by this Agreement, including the giving of any notices that such Noteholder may be required converted in full by such Noteholder for a period of at least 15 days prior to the Effective Time in connection accordance with the convertibility terms and conditions of the Convertible Notesapplicable Company Note. To the extent that any outstanding Company Note is not so converted immediately prior to the Effective Time, such Company Note shall be cancelled and terminated at the Effective Time in exchange for the right to receive, in a combination of cash and shares of Parent Common Stock as described below, the delivery total number of shares of Company Common Stock to which the Trustee of any certificates, opinions, documents or instruments required to be delivered Company Note was convertible immediately prior to the Effective Time (the “Net Note Share Amount”), which shall be paid in (i) a cash amount equal to the Trustee in connection with such transactions or otherwise required pursuant product of the Net Note Share Amount multiplied by $0.27 and (ii) the number of whole and fractional shares of Parent Common Stock equal to the terms quotient of (A) the product of the IndentureNet Note Share Amount multiplied by $1.08, divided by (B) the Parent Stock Value. Without limiting If the generality conversion price per share of any such Company Note is equal to or greater than $1.35, the foregoingoutstanding principal balance of such Company Note, together with all accrued but unpaid interest thereon, shall instead be paid in full. (b) No later than the Effective Time, Parent shall provide, or shall cause to be provided, to the Surviving Corporation all funds necessary to fulfill the obligations under this Section 2.5. All payments required under this Section 2.5 shall be made by the Surviving Corporation as soon as practicable, but in no event later than five Business Days, following the Effective Time. (c) As soon as practicable following the date of this Agreement, but in any event prior to the Effective Time, the Company agrees or the Company Board, as applicable, shall adopt any resolutions and take any actions which are reasonably necessary in accordance with applicable Law and, as applicable, the Company Notes (including obtaining necessary consents or amendments) to (i) deliver effectuate the notice required by Section 13.01(b)(iii) of the Indenture promptly following the date provisions of this Agreement, Section 2.5 and (ii) execute and deliver at the Effective Time, a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Section 13.08 and Article 10terminate or satisfy in full, as applicable, of the Indenture and (iii) use its reasonable best efforts to cause the Trustee to execute the supplemental indenture at the Effective Time. Such supplemental indenture shall provide that, effective at upon the Effective Time, each outstanding Convertible Note Company Note, such that, at the Effective Time and upon the payments contemplated hereunder, no person shall no longer be have any right to purchase or receive any equity or payment interest, or right convertible into shares of Company Common Stock but shall be convertible solely into the Note Merger Consideration that the holders of such Convertible Notes are entitled to receive upon conversion in accordance with the terms or exercisable for any equity or payment interest or exit payment from or of the IndentureCompany or the Surviving Corporation. (b) Prior to taking any of the foregoing actions, the Company shall consult with and reasonably cooperate with Parent with respect to the action and the intended manner and form thereof. Parent shall be given a reasonable opportunity to review any notice, announcement, certificate or legal opinion before such document is provided to the Trustee, and the Company shall give reasonable and good faith consideration to any comments made by Parent. The Company will not make any settlement election under or make any change to the terms of the Indenture without the prior written consent of Parent.

Treatment of Convertible Notes. To the extent required pursuant to the Indenture, the Company, the Surviving Corporation and Parent shall take all necessary action to execute and deliver a supplemental indenture to the Trustee (aas defined in the Indenture) Within to the Indenture, effective upon the Effective Time, to provide, among other things, that on and after the Effective Time, each holder of Convertible Notes shall have the right to convert such Convertible Notes into the conversion consideration determined by reference to the consideration receivable upon consummation of the Merger in respect of each Share in accordance with, and subject to, the provisions of the Supplemental Indentures governing the conversions of the Convertible Notes issued thereunder (including any applicable increase in the “Conversion Rate”) in each case in accordance with, and subject to, the Indenture (including without limitation the time periods specified therein). In addition, the Company and the Surviving Corporation shall take commercially reasonable efforts to take all such actions as may be required by in accordance with, and subject to, the terms of the Indenture, Indenture (including without limitation the Company shall take all actions required by the Indenture to be performed by the Company prior to the Effective Time as a result of the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreementtime periods specified therein), including the giving of any notices that may be required prior to in connection with any repurchases or conversions of the Effective Time Convertible Notes occurring as a result of the transactions contemplated by this Agreement constituting a “Fundamental Change” and/or “Make-Whole Fundamental Change” as such terms are defined in the Supplemental Indentures, and delivery of any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required in connection with the convertibility consummation of the Convertible Notes, Merger. The Company shall not make any settlement election under the delivery Supplemental Indenture relating to the Trustee Convertible Notes without the prior written consent of any certificatesParent, opinions, documents which consent shall not be unreasonably withheld or instruments required to be delivered prior to the Effective Time to the Trustee in connection with such transactions or otherwise required pursuant to the terms of the Indenturedelayed. Without limiting the generality of the foregoing, prior to the Effective Time, the The Company agrees to (i) deliver the notice required by Section 13.01(b)(iii) of the Indenture promptly following the date of this Agreement, (ii) execute and deliver at the Effective Time, a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Section 13.08 and Article 10, as applicable, of the Indenture and (iii) use its reasonable best efforts to cause the Trustee to execute the supplemental indenture at the Effective Time. Such supplemental indenture shall provide thatParent, effective at the Effective Time, each outstanding Convertible Note shall no longer be convertible into shares of Company Common Stock but shall be convertible solely into the Note Merger Consideration that the holders of such Convertible Notes are entitled to receive upon conversion in accordance with the terms of the Indenture. (b) Prior to taking any of the foregoing actions, the Company shall consult with Purchaser and reasonably cooperate with Parent with respect to the action and the intended manner and form thereof. Parent shall be given a their counsel reasonable opportunity to review and comment on any notice, announcement, certificate written notice or legal opinion before such document is provided communication to or with holders of Convertible Notes or with the Trustee under the Indenture prior to the Trusteedispatch or making thereof, and the Company shall give reasonable and good faith consideration to any comments comment made by Parent. The Company will not make any settlement election under , Purchaser or make any change to the terms of the Indenture without the prior written consent of Parenttheir counsel.

Treatment of Convertible Notes. (a) Within The Company, the time periods required by Surviving Corporation and Parent will take all necessary action to execute and deliver supplemental indentures to the terms of Trustee (as defined in the Indenture, dated as of December 15, 2010 (the “Base Indenture”), between the Company shall take all actions required and Wilmington Trust, National Association, as amended and supplemented by the Indenture to be performed first supplemental indenture, dated December 15, 2010 (the “2017 Indenture”), between the Company and Wilmington Trust, National Association, as further amended and supplemented by the Second Supplemental Indenture, dated as of May 13, 2015 (the “2021 Indenture”), between the Company and Wilmington Trust, National Association (the Base Indenture, as amended and supplemented by the 2017 Indenture and the 2021 Indenture, the “Indenture”)) prior to the Effective Time as a result with respect to each of the execution 2017 Convertible Notes and delivery the 2021 Convertible Notes, respectively, to provide, among other things, that at and after the Effective Time, the right to convert the Convertible Notes shall be changed into a right to convert each $1,000 principal amount of Convertible Notes into cash in an amount equal to the Conversion Rate (as defined in each of the 2017 Indenture and 2021 Indenture, as applicable) in effect on the relevant Conversion Date (as defined in each of the 2017 Indenture and the 2021 Indenture, as applicable), multiplied by the Offer Price in accordance with Section 4.06 of each of the 2017 Indenture and the 2021 Indenture. As promptly as practicable following the date of this Agreement and otherwise as reasonably requested by Parent, the consummation of the Merger and the other transactions contemplated by this Agreement, including the giving of any notices that may be required prior to the Effective Time in connection Company will provide Parent with the convertibility position listing of the Convertible Notes, including the delivery number of record holders. In addition, (1) the Company will provide notice of the anticipated effective date of the Fundamental Change (as defined in each of the 2017 Indenture and the 0000 Xxxxxxxxx) and the Merger (and such other matters as may be required or permitted under the Indenture) to holders of the Trustee Convertible Notes and the trustee, paying agent and conversion agent of the Convertible Notes promptly after the date of this Agreement and in any certificates, opinions, documents or instruments required to be delivered prior to event within one (1) Business Day of the Effective Time to date hereof and file such notice with the Trustee in connection with SEC as a pre-commencement communication under Schedule TO and make such transactions or otherwise required notice available on the Company’s website pursuant to the terms Section 4.01(b) and Section 4.09 of each of the Indenture. Without limiting 2017 Indenture and the generality of the foregoing, 2021 Indenture and (2) prior to the Effective Time, the Company agrees to (i) deliver the notice and Surviving Corporation will take all such other actions as may be required by Section 13.01(b)(iii) of the Indenture promptly following the date of this Agreement, (ii) execute and deliver at the Effective Time, a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Section 13.08 and Article 10, as applicable, of the Indenture and (iii) use its reasonable best efforts to cause the Trustee to execute the supplemental indenture at the Effective Time. Such supplemental indenture shall provide that, effective at the Effective Time, each outstanding Convertible Note shall no longer be convertible into shares of Company Common Stock but shall be convertible solely into the Note Merger Consideration that the holders of such Convertible Notes are entitled to receive upon conversion in accordance with with, and subject to, the terms of the Indenture including delivery of any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required to comply with the Indenture. (b) . Prior to taking any of the foregoing actions, the Company shall consult with and reasonably cooperate with Parent with respect to the action and the intended manner and form thereof. Parent shall be given a reasonable opportunity to review any notice, announcement, certificate or legal opinion before such document is provided to the Trusteetrustee under the Indenture, and the Company shall give reasonable and good faith consideration to any comments made by Parent. The Company will not make any settlement election under or make any change to the terms of the Indenture without the prior written consent of Parent. (b) The Company shall, and the Company shall cause its Subsidiaries to, each use their reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with Parent and Purchaser in doing, all things necessary, proper or advisable with respect to the Convertible Notes and as promptly as practicable, make all filings and notifications as reasonably requested by Parent or Purchaser, and execute or deliver any additional instruments with respect to the Convertible Notes as reasonably requested by Parent or Purchaser; provided, however, consummation of any amendments to the Indenture or the Convertible Notes made pursuant to the foregoing provision will not be effective prior to the Effective Time and in the event of the termination of this Agreement pursuant to ARTICLE VIII, Parent will reimburse the Company for any reasonable expenses with respect to the foregoing obligations.

Treatment of Convertible Notes. (a) Within The Merger Agreement provides that within the time periods required by the terms of the that certain Indenture, dated as of June 4, 2013 (the Company “Indenture”), by and between NetSuite and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), NetSuite shall take all actions required by the Indenture to be performed by the Company NetSuite prior to the Effective Time as a result of the execution and delivery of this the Merger Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, including the giving of any notices that may be required prior to the Effective Time in connection with the convertibility of the Convertible NotesNotes (as defined in the Indenture), the delivery to the Trustee of any certificates, opinions, Table of Contents documents or instruments required to be delivered prior to the Effective Time to the Trustee in connection with such transactions or otherwise required pursuant to the terms of the Indenture. Without limiting the generality of the foregoing, prior to the Effective Time, the Company NetSuite agrees to (i) deliver the notice required by Section 13.01(b)(iii) of the Indenture promptly following the date of this AgreementJuly 28, 2016, (ii) execute and deliver at the Effective Time, a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Section 13.08 and Article 10, as applicable, of the Indenture and (iii) use its reasonable best efforts to cause the Trustee to execute the supplemental indenture at the Effective Time. Such supplemental indenture shall will provide that, effective at the Effective Time, each outstanding Convertible Note shall will no longer be convertible into shares of Company Common Stock Shares but shall will be convertible solely into the Note Merger Consideration right to receive the Offer Price that the holders of such Convertible Notes are entitled to receive upon conversion in accordance with the terms of the Indenture. (b) Prior . The Merger Agreement further provides that prior to taking any of the foregoing actionsactions described in the preceding paragraph, the Company shall NetSuite will consult with and reasonably cooperate with Parent with respect to the action and the intended manner and form thereof. Parent shall will be given a reasonable opportunity to review any notice, announcement, certificate or legal opinion before such document is provided to the Trustee, and the Company shall NetSuite will give reasonable and good faith consideration to any comments made by Parent. The Company NetSuite will not make any settlement election under or make any change to the terms of the Indenture without the prior written consent of Parent.

Treatment of Convertible Notes. (a) Within the time periods required by the terms of the IndentureThe Company, the Company shall Surviving Corporation and Parent will take all actions required by necessary action to execute and deliver supplemental indentures to the Indenture to be performed by Trustee (as defined in the Company Convertible Notes Indenture) at or prior to the Effective Time with respect to the Company Convertible Notes, to provide, among other things, that at and after the Effective Time, the right to convert the Company Convertible Notes shall be changed into a right to convert each $1,000 principal amount of Company Convertible Notes into Reference Property (as a result of defined in the execution and delivery of this Agreement and the consummation Convertible Notes Indenture) that consists of the Merger and Consideration that a holder of a number of Shares equal to the other transactions contemplated by this Agreement, including Conversion Rate (as defined in the giving of any notices that may be required Convertible Notes Indenture) immediately prior to the Effective Time in connection would have been entitled to receive upon consummation of the Merger. As promptly as practicable following the date hereof and otherwise as reasonably requested by Parent, the Company will provide Parent with the convertibility position listing of the Company Convertible Notes, including the delivery number of record holders. In addition, (1) the Company will provide notice of the anticipated effective date of the Corporate Event (as defined in the Convertible Notes Indenture), and such other matters as may be required or advisable under the Convertible Notes Indenture, to holders of the Trustee Company Convertible Notes and the trustee, paying agent and conversion agent of any certificatesthe Company Convertible Notes, opinionsas applicable, documents or instruments required to be delivered and (2) prior to the Effective Time to the Trustee in connection with such transactions or otherwise required pursuant to the terms of the Indenture. Without limiting the generality of the foregoing, prior to and after the Effective Time, the Company agrees to (i) deliver the notice and Surviving Corporation will take all such other actions as may be required by Section 13.01(b)(iii) of the Indenture promptly following the date of this Agreement, (ii) execute and deliver at the Effective Time, a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Section 13.08 and Article 10, as applicable, of the Indenture and (iii) use its reasonable best efforts to cause the Trustee to execute the supplemental indenture at the Effective Time. Such supplemental indenture shall provide that, effective at the Effective Time, each outstanding Convertible Note shall no longer be convertible into shares of Company Common Stock but shall be convertible solely into the Note Merger Consideration that the holders of such Convertible Notes are entitled to receive upon conversion in accordance with with, and subject to, the terms of the Convertible Notes Indenture including delivery of any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required to comply with the Convertible Notes Indenture. (b) . Prior to taking any of the foregoing actionsactions prior to the Effective Time, the Company shall consult with and reasonably cooperate with Parent with respect to the action and the intended manner and form thereof. Parent shall be given a reasonable opportunity to review any notice, announcement, certificate or legal opinion before such document is provided to the Trusteetrustee under the Convertible Notes Indenture prior to the Effective Time, and the Company shall give reasonable and good faith consideration to any comments made by Parent. The Company will not make any settlement election under or make any change to the terms of the Convertible Notes Indenture or take any action that would result in a change to the Conversion Rate (as defined in the Convertible Notes Indenture) without the prior written consent of Parent.

Treatment of Convertible Notes. (a) Within the time periods required by the terms of the IndentureThe Company, the Company shall Surviving Corporation and Parent will take all actions required by the Indenture necessary action to be performed by the Company prior to the Effective Time as execute and deliver a result of the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, including the giving of any notices that may be required prior to the Effective Time in connection with the convertibility of the Convertible Notes, the delivery supplemental indenture to the Trustee (as defined in the 2017 Indenture) between the Company and The Bank of any certificatesNew York Mellon Trust Company, opinionsN.A., documents or instruments required to be delivered prior as trustee, to the 2017 Indenture to provide, among other things, that at and after the Effective Time Time, the right to convert the Trustee 2017 Convertible Notes shall be changed into a right to convert each $1,000 principal amount of 2017 Convertible Notes into cash in connection with such transactions or otherwise required an amount equal to (x) the Conversion Rate (as defined in the 2017 Indenture) in effect on the Conversion Date (as defined in the 2017 Indenture and as increased pursuant to the terms Section 4.04 of the 0000 Xxxxxxxxx), multiplied by (y) the Merger Consideration in accordance with Section 4.07 of the 2017 Indenture. Without limiting the generality of the foregoingIn addition, prior to the Effective Time, the Company agrees to (i) deliver the Company will provide notice required by Section 13.01(b)(iii) of the Indenture anticipated effective date of the Merger to holders of the 2017 Convertible Notes and the trustee, paying agent and conversion agent of the 2017 Convertible Notes promptly following after the date of this AgreementAgreement and in any event within two (2) Business Days of the date hereof in accordance with Sections 3.02(a) and 4.01(e) of the 2017 Indenture and file such notice with the SEC as a pre-commencement communication under Schedule TO, and (ii) execute the Company and deliver at the Effective Time, a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Section 13.08 and Article 10, as applicable, of the Indenture and (iii) use its Surviving Corporation will take commercially reasonable best efforts to cause the Trustee to execute the supplemental indenture at the Effective Time. Such supplemental indenture shall provide that, effective at the Effective Time, each outstanding Convertible Note shall no longer take all such other actions as may be convertible into shares of Company Common Stock but shall be convertible solely into the Note Merger Consideration that the holders of such Convertible Notes are entitled to receive upon conversion required in accordance with with, and subject to, the terms of the 2017 Indenture including delivery of any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required to comply with the 2017 Indenture. (b) Prior to taking any of the foregoing actions, the Company shall consult with and reasonably cooperate with Parent with respect to the action and the intended manner and form thereof. Parent shall be given a reasonable opportunity to review any notice, announcement, certificate or legal opinion before such document is provided to the Trustee, and the Company shall give reasonable and good faith consideration to any comments made by Parent. The Company will not make any settlement election under or make any change to the terms of the 2017 Indenture relating to the 2017 Convertible Notes without the prior written consent of Parent, which consent will not be unreasonably withheld or delayed. (b) The Company, the Surviving Corporation and Parent will take all necessary action to execute and deliver a supplemental indenture to the Trustee (as defined in the 2018 Indenture) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, to the 2018 Indenture to provide, among other things, that at and after the Effective Time, the right to convert the 2018 Convertible Notes shall be changed into a right to convert each $1,000 principal amount of 2018 Convertible Notes into cash in an amount equal to (x) the Conversion Rate (as defined in the 2018 Indenture) in effect on the Conversion Date (as defined in the 2018 Indenture and as increased pursuant to Section 4.04 of the 0000 Xxxxxxxxx), multiplied by (y) the Merger Consideration in accordance with Section 4.07 of the 2018 Indenture. In addition, prior to the Effective Time, (i) the Company will provide notice of the anticipated effective date of the Merger to holders of the 2018 Convertible Notes and the trustee, paying agent and conversion agent of the 2018 Convertible Notes promptly after the date of this Agreement and in any event within two (2) Business Days of the date hereof in accordance with Sections 3.02(a) and 4.01(e) of the 2018 Indenture and file such notice with the SEC as a pre-commencement communication under Schedule TO, and (ii), the Company and Surviving Corporation will take commercially reasonable efforts to take all such other actions as may be required in accordance with, and subject to, the terms of the 2018 Indenture including delivery of any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required to comply with the 2018 Indenture. The Company will not make any settlement election under or make any change to the terms of the 2018 Indenture relating to the 2018 Convertible Notes without the prior written consent of Parent, which consent will not be unreasonably withheld or delayed. (c) The Company, the Surviving Corporation and Parent will take all necessary action to execute and deliver a supplemental indenture to the Trustee (as defined in the 2020 Indenture) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, to the 2020 Indenture to provide, among other things, that at and after the Effective Time, the right to convert the 2020 Convertible Notes shall be changed into a right to convert each $1,000 principal amount of 2020 Convertible Notes into cash in an amount equal to (x) the Conversion Rate (as defined in the 2020 Indenture) in effect on the Conversion Date (as defined in the 2020 Indenture and as increased pursuant to Section 4.04 of the 0000 Xxxxxxxxx), multiplied by (y) the Merger Consideration in accordance with Section 4.07 of the 2020 Indenture. In addition, prior to the Effective Time, (i) the Company will provide notice of the anticipated effective date of the Merger to holders of the 2020 Convertible Notes and the trustee, paying agent and conversion agent of the 2020 Convertible Notes promptly after the date of this Agreement and in any event within two (2) Business Days of the date hereof in accordance with Sections 3.02(a) and 4.01(e) of the 2020 Indenture and file such notice with the SEC as a pre-commencement communication under Schedule TO, and (ii), the Company and Surviving Corporation will take commercially reasonable efforts to take all such other actions as may be required in accordance with, and subject to, the terms of the 2020 Indenture including delivery of any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required to comply with the 2020 Indenture. The Company will not make any settlement election under or make any change to the terms of the 2020 Indenture relating to the 2020 Convertible Notes without the prior written consent of Parent, which consent will not be unreasonably withheld or delayed. (d) Prior to the Acceptance Time, the Company will use commercially reasonable efforts to cooperate with Parent so that the Call-Spread Warrants and the Company Hedge Options are terminated at or as promptly as practicable following the Effective Time. The Company will, and will cause its Representatives to, cooperate with Parent at Parent’s request in connection with any discussions, negotiations or agreements with Xxxxxx Xxxxxxx & Co. International plc, Barclays Bank PLC and Royal Bank of Canada, any of their respective Affiliates or any other Person (including each other counterparty to the Call-Spread Warrants and the Company Hedge Options) with respect to any determination, adjustment, cancellation, termination, exercise, settlement or computation in connection with the Call-Spread Warrants or the Company Hedge Options, including with respect to any cash amounts or shares of Company Common Stock that may be receivable, issuable, deliverable or payable by the Company pursuant the Call-Spread Warrants or the Company Hedge Options. The Company (i) will not, and will cause its Representatives not to, without Parent’s prior written consent (which consent will not be unreasonably withheld or delayed), (x) make any amendments, modifications or other changes to the terms of, or agree to any adjustment under or amounts due upon termination, cancellation or settlement of, the Call-Spread Warrants or the Company Hedge Options, (y) exercise any right it may have to terminate, or cause the early settlement, exercise or cancellation of, any of the Call-Spread Warrants or Company Hedge Options or (z) except as contemplated herein or has occurred prior to the date hereof, enter into any discussions, negotiations or agreements with respect to any of the foregoing in this clause (d), and (ii) will keep Parent fully informed of all such discussions and negotiations. The Company will take commercially reasonable efforts to take all such other actions as may be required in accordance with, and subject to, the terms of the Call-Spread Warrants and the Company Hedge Options, including delivery of any notices or other documents or instruments required to give effect to the foregoing or in connection with the consummation of the Merger, each of which will be so delivered substantially in the form previously provided to Parent for Parent’s review.