Common use of Treatment of Convertible Notes Clause in Contracts

Treatment of Convertible Notes. (a) In accordance with the terms of the Convertible Notes Indenture, at or after the Effective Time, each holder of Convertible Notes will be entitled, subject to the terms and conditions of the Convertible Notes Indenture, to: (i) convert such holder’s Convertible Notes only into a right to receive from the Surviving Corporation an amount in cash for each $1,000 principal amount of such Convertible Notes held by such holder equal to the (i) Per Share Merger Consideration multiplied by the Conversion Rate (as defined in the Convertible Notes Indenture and as may be increased by any Additional Shares (as defined in the relevant Convertible Notes Indenture)) in effect on the applicable Conversion Date (as defined in the Convertible Notes Indenture), pursuant to the terms and conditions of the Convertible Notes Indenture); (ii) require the Surviving Corporation to repurchase such holder’s Convertible Notes (or any portion of principal amount thereof that is equal to $1,000 or an integral multiple of $1,000 in excess thereof), for cash on a date specified by the Company in accordance with the Convertible Notes Indenture at the Fundamental Change Repurchase Price (as defined in the Convertible Notes Indenture); or (iii) continue to hold such holder’s Convertible Notes, which, for the avoidance of doubt, following the Effective Time shall only be convertible or exchangeable into cash as set forth in Section 2.12(a)(i) above. (b) The Surviving Corporation shall satisfy and fulfill the relevant payment obligations to each holder of Convertible Notes described in Section 2.12(a) above as and when required by the terms of this Agreement and the Convertible Notes Indenture (as such Convertible Notes Indenture may be supplemented in accordance with its terms and Section 6.17(a)).

Treatment of Convertible Notes. (a) In accordance with Pursuant to the terms of the Convertible Notes Indenture, at or after the Effective Time, each holder of Convertible Notes will be entitled, subject to the terms and conditions of the Convertible Notes IndentureIndenture (and as modified by the terms of any supplemental indenture as may be entered into in accordance with Section 7.11), to: : (ia) convert such holder’s Convertible Notes only into a the right to receive from the Surviving Corporation an amount in cash for each $1,000 principal amount such number of such Convertible Notes held by such holder equal to the (i) Per Share Merger Consideration multiplied by the Conversion Rate (as defined in the Convertible Notes Indenture and as may be increased by any Additional Shares (as defined in the relevant Convertible Notes Indenture)) in effect on the applicable Conversion Date units of “Reference Property” (as defined in the Convertible Notes Indenture), pursuant ) equal to the terms and conditions of applicable Conversion Rate (as may be adjusted by any “Additional Shares,” as defined in the Convertible Notes Indenture, to the extent such Convertible Notes are surrendered for conversion during any applicable “Make-Whole Fundamental Change Conversion Period,” as defined in the Convertible Notes Indenture, in connection with the Merger); , and with each such unit of “Reference Property” consisting of (i) payment in cash in an amount equal to the Closing Amount plus (ii) except if such conversion shall occur after the Milestone Outside Date and the Milestone shall not have been achieved, (A) one CVR, if such conversion occurs prior to the occurrence of the Milestone or (B) one Milestone Payment, if such conversion occurs after the occurrence of the Milestone; (b) require the Surviving Corporation Company to repurchase such holder’s Convertible Notes (or any portion of principal amount thereof that is equal to $1,000 or an integral multiple of $1,000 in excess thereof), for cash on a date specified by the Company in accordance with the Convertible Notes Indenture at a repurchase price equal to 100% of the Fundamental Change Repurchase Price (as defined in principal amount of the Convertible Notes Indenture)to be repurchased, together with accrued and unpaid interest thereon to, but excluding, such repurchase date; or or (iiic) continue to hold such holder’s Convertible Notes, which, for the avoidance of doubt, following the Effective Time shall only be convertible or exchangeable into cash as set forth in Section 2.12(a)(i) above. (b) . The Surviving Corporation shall satisfy and fulfill pay or shall cause to be paid the relevant payment obligations amounts required to be paid pursuant to Section 3.07(a) to each holder of Convertible Notes described that so elects to convert them, in Section 2.12(a) above as and when each case by the time that such amounts are required by to be paid pursuant to the terms of this Agreement and the Convertible Notes Indenture (as such Convertible Notes Indenture may be supplemented in accordance with its terms and Section 6.17(a))Indenture.

Treatment of Convertible Notes. (a) In Subject to Sections 6.17(a) and 6.17(b), in accordance with the terms of the Company’s Indenture (the “Convertible Notes Indenture”), dated as of June 14, 2019, between the Company and Wilmington Trust, National Association, as trustee (“Trustee”), relating to the Company’s 1.75% Convertible Senior Notes Due 2024 (the “Convertible Notes”), at or after the Effective Time, each holder of Convertible Notes will be entitled, subject to the terms and conditions of the Convertible Notes IndentureIndenture (as may be amended, supplemented or modified from time to time), to: (i) convert such holder’s Convertible Notes only into a right to receive from the Surviving Corporation an amount in cash for each $1,000 principal amount of such Convertible Notes held by such holder equal to the (i) Per Share Merger Consideration multiplied by the Conversion Rate (as defined in the Convertible Notes Indenture and as may be increased by adjusted for any Additional Shares (as defined in the relevant Convertible Notes Indenture)) in effect on the applicable Conversion Date (as defined in the Convertible Notes Indenture), pursuant to the terms and conditions of the Convertible Notes Indenture); (ii) require the Surviving Corporation to repurchase such holder’s Convertible Notes (or any portion of principal amount thereof that is equal to $1,000 or an integral multiple of $1,000 in excess thereof), for cash on a date specified by the Company in accordance with the Convertible Notes Indenture at the Fundamental Change Repurchase Price (as defined in the Convertible Notes Indenture); or (iii) continue to hold such holder’s Convertible Notes, which, for the avoidance of doubt, following the Effective Time shall only be convertible or exchangeable into cash as set forth in Section 2.12(a)(i3.6(a)(i) above. (b) The Surviving Corporation shall satisfy and fulfill the relevant payment obligations to each holder of Convertible Notes described in Section 2.12(a3.6(a) above as and when required by the terms of this Agreement and the Convertible Notes Indenture (as such Convertible Notes Indenture may be supplemented in accordance with its terms and subject to Section 6.17(a) and 6.17(b)).

Treatment of Convertible Notes. (a) In accordance with the terms of the applicable Convertible Notes Indenture, at or after the Effective Time, each holder of Convertible Notes will be entitled, subject to the terms and conditions of the its applicable Convertible Notes Indenture, to: (i) convert or exchange such holder’s applicable Convertible Notes only into a right to receive from the Surviving Corporation an amount in cash for each $1,000 principal amount of such Convertible Notes held by such holder equal to the (i) Per Share Merger Consideration multiplied by the applicable Conversion Rate (as defined in effect on the applicable Conversion Date, in each case, for such Convertible Notes Indenture and (as may be increased by any Additional Shares (as defined in the relevant Convertible Notes Indenture)) in effect on the applicable Conversion Date (as defined in the Convertible Notes Indenture), pursuant to the terms and conditions of the relevant Convertible Notes Indenture); (ii) require the Surviving Corporation to repurchase such holder’s applicable Convertible Notes (or any portion of principal amount thereof that is equal to $1,000 or an integral multiple of $1,000 in excess thereof), for cash on a date specified by the Company in accordance with the applicable Convertible Notes Indenture at the applicable Fundamental Change Repurchase Price (as defined in the relevant Convertible Notes Indenture); or (iii) continue to hold such holder’s Convertible Notes, which, for the avoidance of doubt, following the Effective Time Closing Date shall only be convertible or exchangeable into cash as set forth in Section 2.12(a)(i3.3(a)(i) above. (b) The Surviving Corporation (directly or through the Paying Agent (as defined in the relevant Convertible Notes Indenture)) shall satisfy and fulfill the relevant payment obligations to each holder of Convertible Notes described in Section 2.12(a3.3(a)(i) above or 3.3(a)(ii) as and when required by the terms of this Agreement and the relevant Convertible Notes Indenture (as such Convertible Notes Indenture may be supplemented in accordance with its terms and Section 6.17(a6.14(b)).