Cash Settlement Requirement Sample Clauses

Cash Settlement Requirement. The Company will use its reasonable best efforts to increase the number of authorized shares of Common Stock to an amount (such amount, the “Maximum Number of Conversion Shares”) that is sufficient to cover the settlement of the conversion of all outstanding Notes (assuming, for these purposes, that there is added to the Conversion Rate the maximum number of Additional Shares that may be added thereto pursuant to Section 5.08(A)) (the first date on which the Company so increases the number of authorized shares of Common Stock and reserves a number of shares of Common Stock for issuance upon conversion of the Notes no less than the Maximum Number of Conversion Shares, the “Authorized Share Effective Date”). The Company will seek approval of its stockholders to amend the related provision of its restated certificate of incorporation, if not previously obtained, at each of its next three (3) regular annual meetings of its stockholders. The Company will endorse such approval in the related proxy materials. The Company will notify Holders, the Trustee and the Conversion Agent of the Authorized Share Effective Date promptly after it occurs. Notwithstanding anything to the contrary in the Indenture or the Notes, if (1) the ​ ​ Conversion Date for any Note to be converted occurs before the Authorized Share Effective Date; and (2) the Conversion Rate in effect on such Conversion Date exceeds the Authorized Share Capped Conversion Rate in effect on such Conversion Date, then (x) the Company will settle such conversion in the manner set forth in Section 5.03(A)(i) (and no later than the date set forth in Section 5.03(B), without giving effect to the proviso thereof) as if the Conversion Rate applicable to such conversion were instead equal to such Authorized Share Capped Conversion Rate; and (y) in addition to the consideration deliverable pursuant to the preceding clause (x), the Company will also deliver, in settlement of such conversion, cash (the “Cash Settlement Amount”) in an amount, per $1,000 principal amount of such Note to be converted, equal to the sum of the Daily Cash Settlement Amounts for each VWAP Trading Day in the Cash Settlement Amount Observation Period for such conversion; and (z) except as set forth in Section 5.06, the Company will deliver the Cash Settlement Amount no later than the second (2nd) Business Day immediately after the last VWAP Trading Day of such Cash Settlement Amount Observation Period.