Common use of Treatment of Senior Notes Clause in Contracts

Treatment of Senior Notes. (a) Provided that the provisions of Sections 6.11(e) and 6.11(f) are satisfied, the Company shall, and shall cause its Subsidiaries to, at the written request of Parent, use their reasonable best efforts to commence, simultaneously with the commencement of the Offer or at any time thereafter, or Parent or any of its Affiliates may at any time commence, an offer to purchase (the “Debt Offer”) all of the outstanding aggregate principal amount of the 8.875% Senior Notes due 2015 (the “Senior Notes”), and/or to solicit the consent (the “Consent Solicitation“, together with the Debt Offer, the “Debt Transaction“) of the holders of the Senior Notes to certain amendments to the indenture governing the Senior Notes (the “Indenture Amendments“), in each case, on terms and conditions in this Section 6.11 and otherwise specified by Parent; provided, that the Indenture Amendments shall be set forth in the offer to purchase, related letter of transmittal, consent solicitation and/or other related documents (collectively, the “Debt Transaction Documents“) necessary to consummate the Debt Transaction and the Company shall not be required to commence any Debt Transaction until Parent shall have provided the Company with the Debt Transaction Documents; provided, further, that prior to the Effective Time, neither the Company nor any of its Subsidiaries shall be required to (i) make any cash expenditures in connection with the Debt Transaction or (ii) take any action that could obligate the Company or any of its Subsidiaries to repurchase any Senior Notes or incur any additional obligations to the holders of the Senior Notes prior to the consummation of the Debt Transaction. Any mailings to holders of the Senior Notes shall be subject to the reasonable approval of the Company and Parent. The terms and conditions specified by Parent for the Debt Transaction shall be only such terms and such conditions as are customarily included in similar transaction involving debt securities similar to the Senior Notes and otherwise in compliance with applicable laws. If the Debt Transaction is commenced prior to the Effective Time, the closing of the Debt Transaction shall be expressly conditioned on the completion of the Merger, and the Debt Transaction shall in all cases be conducted in compliance with applicable laws, including SEC rules and regulations. None of the Senior Notes shall be required to be purchased prior to the Effective Time. The Company, Purchaser and Parent shall, and shall cause their respective Subsidiaries to, and shall use their reasonable best efforts to cause their respective representatives to, provide cooperation and assistance reasonably requested by the other in connection with the Debt Transaction.

Treatment of Senior Notes. (a) Provided that the provisions of Sections 6.11(e) and 6.11(f) are satisfied, the The Company shall, and shall cause use its Subsidiaries to, at the written request of Parent, use their reasonable best efforts to commence, simultaneously with promptly after the commencement receipt of a written request from Parent to do so and the receipt of the Offer or at any time thereafter, or Parent or any of its Affiliates may at any time commenceDocuments from Parent, an offer to purchase (the “Debt Offer”) all of and related consent solicitation with respect to the outstanding aggregate principal amount of the 8.875Company’s outstanding 9-1/4% Senior Subordinated Notes due 2015 2014 (collectively, the “Senior Notes”), and/or to solicit ) on the consent (the “Consent Solicitation“, together with the Debt Offer, the “Debt Transaction“) of the holders of the Senior Notes to certain amendments to the indenture governing the Senior Notes (the “Indenture Amendments“), in each case, on terms and conditions in this Section 6.11 and otherwise specified by Parent; provided, that the Indenture Amendments shall be set forth in the offer to purchase, related letter of transmittal, consent solicitation and/or other related documents Parent (collectively, the “Debt Transaction Documents“) necessary to consummate Offer”), and Parent shall assist the Company in connection therewith. Notwithstanding the foregoing, the closing of the Debt Transaction Offer shall be conditioned on the consummation of the Merger and otherwise in compliance with applicable Laws and SEC rules and regulations and the Company shall not be required to commence any Debt Transaction Offer until Parent shall have provided the Company with the Debt Transaction Documents; provided, further, that prior to the Effective Time, neither the Company nor any of its Subsidiaries shall be required to (i) make any cash expenditures in connection with the Debt Transaction or (ii) take any action that could obligate the Company or any of its Subsidiaries to repurchase any Senior Notes or incur any additional obligations to the holders of the Senior Notes prior to the consummation of the Debt Transaction. Any mailings to holders of the Senior Notes shall be subject to the reasonable approval of the Company and ParentNo-Shop Period Start Date. The terms and conditions specified by Parent for the Debt Transaction Company shall be only such terms and such conditions as are customarily included in similar transaction involving debt securities similar to the Senior Notes and otherwise in compliance with applicable laws. If the Debt Transaction is commenced prior to the Effective Time, the closing of the Debt Transaction shall be expressly conditioned on the completion of the Merger, and the Debt Transaction shall in all cases be conducted in compliance with applicable laws, including SEC rules and regulations. None of the Senior Notes shall be required to be purchased prior to the Effective Time. The Company, Purchaser and Parent shallprovide, and shall cause their respective its Subsidiaries to, and shall use their its reasonable best efforts to cause their respective representatives Representatives to, provide cooperation and assistance reasonably requested by the other Parent in connection with the Debt Transaction.Offer. With respect to the Senior Notes, if requested by Parent in writing, in lieu of commencing a Debt Offer (or in addition thereto), the Company shall, to the extent permitted by the Senior Notes indenture, as amended or supplemented (the “Senior Notes Indenture”), take actions reasonably requested by Parent that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of such Senior Notes pursuant to the applicable provisions of the Senior Notes Indenture, and shall repurchase or satisfy and/or discharge and/or defeasance, as applicable, such Senior Notes in accordance with the terms of the Senior Notes Indenture at the Effective Time, provided that to the extent that any action described in the foregoing clause can be conditioned on the occurrence of the Effective Time, it will be so conditioned, and provided, further, that the Company shall not be required to take any of the actions described in the foregoing clause that cannot be conditioned on the occurrence of the Effective Time, unless prior to or concurrently with taking such action, Parent shall irrevocably deposit, or shall cause to be irrevocably deposited with the trustee under the Senior Notes Indenture sufficient funds to effect such repurchase or satisfaction or

Treatment of Senior Notes. The Merger Agreement provides that within the time periods required by the terms of each Shelf Agreement (a) Provided that the provisions of Sections 6.11(e) and 6.11(f) are satisfied, the Company shall, and shall cause its Subsidiaries to, at the written request of Parent, use their reasonable best efforts to commence, simultaneously with the commencement of the Offer or at any time thereafter, or Parent or any of its Affiliates may at any time commence, an offer to purchase (the “Debt Offer”) all of the outstanding aggregate principal amount of the 8.875% Senior Notes due 2015 (the “Senior Notes”as defined below), and/or Cerner shall take all actions required by each Shelf Agreement to solicit the consent (the “Consent Solicitation“, together with the Debt Offer, the “Debt Transaction“) of the holders of the Senior Notes to certain amendments to the indenture governing the Senior Notes (the “Indenture Amendments“), in each case, on terms and conditions in this Section 6.11 and otherwise specified be performed by Parent; provided, that the Indenture Amendments shall be set forth in the offer to purchase, related letter of transmittal, consent solicitation and/or other related documents (collectively, the “Debt Transaction Documents“) necessary to consummate the Debt Transaction and the Company shall not be required to commence any Debt Transaction until Parent shall have provided the Company with the Debt Transaction Documents; provided, further, that Cerner prior to the Effective Time, neither the Company nor any of its Subsidiaries shall be required to (i) make any cash expenditures in connection with the Debt Transaction or (ii) take any action that could obligate the Company or any of its Subsidiaries to repurchase any Senior Notes or incur any additional obligations to the holders Time as a result of the Senior Notes prior to execution and delivery of the Merger Agreement and the consummation of the Debt Transaction. Any mailings to holders Merger and the other transactions contemplated by the Merger Agreement, including the giving of the Senior Notes shall any notices that may be subject to the reasonable approval of the Company and Parent. The terms and conditions specified by Parent for the Debt Transaction shall be only such terms and such conditions as are customarily included in similar transaction involving debt securities similar to the Senior Notes and otherwise in compliance with applicable laws. If the Debt Transaction is commenced required prior to the Effective Time, the closing of the Debt Transaction shall be expressly conditioned on the completion of the Merger, Time and the Debt Transaction shall in all cases be conducted in compliance with applicable lawsdelivery of any certificates, including SEC rules and regulations. None of the Senior Notes shall be opinions, documents, instruments or prepayment offers required to be purchased delivered prior to the Effective Time. The Company, Purchaser and Parent shall, and shall cause their respective Subsidiaries to, and shall use their reasonable best efforts to cause their respective representatives to, provide cooperation and assistance reasonably requested by the other Time in connection with such transactions or otherwise required pursuant to the Debt Transactionterms of such Shelf Agreement. Without limiting the generality of the foregoing, (i) no later than five Business Days after the date of the Merger Agreement, Cerner was required to provide notice of the execution and delivery of the Merger Agreement and the transactions contemplated thereby to each holder of a Senior Note (as defined below) in accordance with the terms of each Shelf Agreement; and (ii) at a time selected by Parent (but in no case later than 16 Business Days prior to the anticipated Acceptance Time) (the receipt of such request from Parent being referred to as the “Shelf Notice”), Cerner shall promptly (but in any event no later than 15 Business Days prior to the anticipated Acceptance Time (the 16 Business Day period beginning upon Cerner’s receipt of the Shelf Notice, the “Shelf Notice Period”)) provide a change of control offer to prepay the Senior Notes contemplated by the terms of each Shelf Agreement, along with the officer’s certificate required by the applicable terms of each Shelf Agreement, to each holder of a Senior Note in accordance with the terms of each Shelf Agreement. The Merger Agreement further provides that prior to taking any of the foregoing actions described in the preceding paragraph, Cerner will provide Parent and its counsel a reasonable opportunity to review and comment on any written notice to, communication with, or document or instrument delivered to, holders of Senior Notes under any Shelf Agreement prior to the delivery or making thereof, and Cerner will give reasonable and good faith consideration to any comment made by Parent or its counsel.

Treatment of Senior Notes. (a) Provided that the provisions of Subject to Sections 6.11(e7.13(b) and 6.11(f) are satisfied7.13(d), the Company shall, and shall cause its Subsidiaries to, to the extent permitted by the Senior Notes Indenture, (i) at Parent’s request, issue a notice of optional redemption (the “Redemption Notice”) for all of the outstanding principal amount of the Senior Notes pursuant to the requisite provisions of the Senior Notes Indenture and (ii) take actions reasonably requested by Parent that are reasonably necessary for the satisfaction and discharge of the Senior Notes pursuant to the applicable provisions of the Senior Notes Indenture, and shall, at Parent’s request, call for redemption and satisfy and discharge such Senior Notes at the written request Closing (including causing cash necessary to redeem the Senior Notes (using a premium calculated as of Parent, use their reasonable best efforts the date of the Redemption Notice) to commence, simultaneously be deposited with the commencement trustee under the Senior Notes) in accordance with the terms of the Offer or at any time thereafter, or Parent or any of its Affiliates may at any time commence, an offer to purchase Senior Notes Indenture (the “Debt OfferRedemption”) all ); provided, however, that to the extent that the redemption can be conditioned on the occurrence of the outstanding aggregate principal amount Closing, it will be so conditioned, and, on the earlier of (i) the 8.875% Senior Notes due 2015 redemption date and (ii) the “Senior Notes”)date of satisfaction and discharge, and/or to solicit the consent (the “Consent Solicitation“, together Buyer Parties shall deposit with the Debt Offer, the “Debt Transaction“) of the holders of trustee under the Senior Notes Indenture cash or cash equivalents sufficient to certain amendments effect such redemption and satisfaction and discharge (and in the event of any loss with respect to the indenture governing funds deposited with the Senior Notes (the “Indenture Amendments“), in each case, on terms and conditions in this Section 6.11 and otherwise specified by Parent; provided, that the Indenture Amendments shall be set forth in the offer to purchase, related letter of transmittal, consent solicitation and/or other related documents (collectivelytrustee, the “Debt Transaction Documents“) necessary Buyer Parties shall deposit additional funds sufficient to consummate the Debt Transaction satisfy such redemption and the Company shall not be required to commence any Debt Transaction until Parent shall have provided the Company with the Debt Transaction Documents; provided, further, that prior to the Effective Time, neither the Company nor any of its Subsidiaries shall be required to (i) make any cash expenditures in connection with the Debt Transaction or (ii) take any action that could obligate the Company or any of its Subsidiaries to repurchase any Senior Notes or incur any additional obligations to the holders of the Senior Notes prior to the consummation of the Debt Transaction. Any mailings to holders of the Senior Notes shall be subject to the reasonable approval of the Company satisfaction and Parentdischarge). The terms and conditions specified by Parent for the Debt Transaction shall be only such terms and such conditions as are customarily included in similar transaction involving debt securities similar to the Senior Notes and otherwise in compliance with applicable laws. If the Debt Transaction is commenced prior to the Effective Time, the closing of the Debt Transaction shall be expressly conditioned on the completion of the Merger, and the Debt Transaction shall in all cases be conducted in compliance with applicable laws, including SEC rules and regulations. None of the Senior Notes shall be required to be purchased prior to the Effective Time. The Company, Purchaser and Parent parties hereto shall, and shall cause their respective Subsidiaries to, and shall use their respective commercially reasonable best efforts to cause their respective representatives to, provide cooperation and assistance reasonably requested by the other in connection with the Debt TransactionRedemption.

Treatment of Senior Notes. (a) Provided that the provisions of Sections 6.11(e5.12(e) and 6.11(f5.12(f) are satisfied, the Company shall, and shall cause its Subsidiaries to, at the written request of Parent, use their reasonable best efforts to commence, simultaneously with as soon as reasonably practicable after the commencement receipt of the Offer or at any time thereafter, or a written request from Parent or any of its Affiliates may at any time commenceto do so, an offer to purchase (the “Debt Offer”) all of the outstanding aggregate principal amount of the 8.875% Senior Notes due 2015 (the “Senior Notes”), and/or and to solicit the consent (the “Consent Solicitation“”, together with the Debt Offeroffer to purchase, the “Debt Transaction“Offer”) of the holders of the Senior Notes to certain amendments to the indenture governing the Senior Notes (the “Indenture Amendments“”), in each case, on terms and conditions in this Section 6.11 5.12 and otherwise specified by Parent; provided, that the Indenture Amendments shall be set forth in the offer to purchase, related letter of transmittal, consent solicitation and/or other related documents (collectively, the “Debt Transaction Offer Documents“”) necessary to consummate the Debt Transaction Offer and the Company shall not be required to commence any Debt Transaction Offer until Parent shall have provided the Company with the Debt Transaction Offer Documents; provided, further, that prior to the Effective Time, neither the Company nor any of its Subsidiaries shall be required to (i) make any cash expenditures in connection with the Debt Transaction or (ii) take any action that could obligate the Company or any of its Subsidiaries to repurchase any Senior Notes or incur any additional obligations to the holders of the Senior Notes prior to the consummation of the Debt TransactionOffer. Any mailings to holders of the Senior Notes shall be subject to the reasonable approval of the Company and Parent. The terms and conditions specified by Parent for the Debt Transaction Offer shall be only such terms and such conditions as are customarily included in similar transaction involving offers to purchase debt securities similar to the Senior Notes and otherwise in compliance with applicable lawsLaws. If the Debt Transaction is commenced prior to the Effective Time, the The closing of the Debt Transaction Offer shall be expressly conditioned on the completion of the Merger, Merger and the Debt Transaction shall in all cases be conducted in compliance with applicable lawsLaws, including SEC rules and regulations. None of the Senior Notes shall be required to be purchased prior to the Effective Time. The Company, Purchaser Company and Parent shall, and shall cause their respective Subsidiaries to, and shall use their reasonable best efforts to cause their respective representatives Representatives to, provide cooperation and assistance reasonably requested by the other in connection with the Debt TransactionOffer.