Common use of Certain Conversions Deemed Payment Clause in Contracts

Certain Conversions Deemed Payment. For the purposes of this Article 9 only, (i) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article 4 shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of Securities, and (ii) the payment, issuance or delivery of Cash (except in satisfaction of fractional shares pursuant to Section 4.02(a)), property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section, the term “junior securities” means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and (b) securities of the Company which are subordinated in right of payment to all Senior Debt which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 9. Nothing contained in this Article 9 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 4.

Certain Conversions Deemed Payment. For the purposes of this Article 9 5 only, (ia) the issuance and delivery of junior securities any Junior Securities upon conversion of Securities in accordance with Article 4 11 shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest Interest on the Securities or on account of the purchase or other acquisition of Securities, and (iib) the payment, issuance or delivery of Cash cash (except in satisfaction of fractional shares pursuant to Section 4.02(a)shares), property or securities (other than junior securitiesJunior Securities) or other property upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security, the payment, issuance and delivery of such cash being made subject to the subordination provisions of this Article 5. For the purposes of this SectionSection 5.08, the term “junior securitiesJunior Securities” means (ai) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and or (bii) securities of the Company which are subordinated in right of payment to all Senior Debt which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 9. Nothing contained in this Article 9 or elsewhere in this Indenture or in the Securities is intended 5 and which otherwise have terms no less disadvantageous to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 4herein.

Certain Conversions Deemed Payment. For the purposes of this Article 9 Section 13.4 only, (ia) the issuance and delivery of junior securities in respect of any Security of any series or upon conversion of Securities such Security in accordance with Article 4 Eleven shall not be deemed to constitute a payment or distribution pursuant to the Guaranty on account of the principal of or premium premium, if any, or interest interest, if any, on Securities or on account of the purchase or other acquisition of Securities, and (ii2) the payment, issuance or delivery of Cash (except in satisfaction of fractional shares pursuant to Section 4.02(a))cash, property or securities (other than junior securities) upon conversion in respect of a Security shall be deemed to constitute payment pursuant to the Guaranty on account of the principal of such Security. For the purposes of this Section, the term “"junior securities” " means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 Guarantor and (b) securities of the Company Guarantor which are subordinated in right of payment to all Guarantor Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are Guaranty is so subordinated as provided in this Article 9Thirteen. Nothing contained in this Article 9 Thirteen or elsewhere in this Indenture or in the Securities or the Guaranty is intended to or shall impair, as among the CompanyGuarantor, its creditors other than holders of Guarantor Senior Debt Indebtedness and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 4Eleven.

Certain Conversions Deemed Payment. For the purposes of this Article 9 IV only, (i1) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article 4 XV shall not be deemed to constitute a payment or distribution on account of the principal of (or premium premium, if any) or interest on Securities or on account of the purchase or other acquisition of Securities, and (ii2) the payment, issuance or delivery of Cash cash (except in satisfaction of fractional shares pursuant to Section 4.02(a)15.2), property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this SectionSection 4.8, the term “"junior securities” " means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and Company, or (b) securities of the Company which are subordinated in right of payment to all Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 9Article. Nothing contained in this Article 9 IV or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders of the SecuritiesSecurityholders, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 4XV.

Certain Conversions Deemed Payment. For the purposes of this Article 9 11 only, (i1) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article 4 10 shall not be deemed to constitute a payment or distribution on account of the principal of (or premium premium, if any) or interest (including Contingent Interest and Liquidated Damages, if any) on Securities or on account of the purchase or other acquisition of Securities, and (ii2) the payment, issuance or delivery of Cash cash (except in satisfaction of fractional shares pursuant to Section 4.02(a)10.02), property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this SectionSection 11.08, the term “"junior securities” " means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and Company, or (b) securities of the Company which are subordinated in right of payment to all Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 9Article. Nothing contained in this Article 9 11 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders of the SecuritiesHolders, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 410.

Certain Conversions Deemed Payment. For the purposes of this Article 9 Section 6 only, (i1) the issuance and delivery of junior securities upon conversion of Securities this Security in accordance with Article 4 Section 1 shall not be deemed to constitute a payment or distribution on account of the principal of (or premium premium, if any) or interest on Securities this Security or on account of the purchase or other acquisition of Securitiesthis Security, and (ii2) the payment, issuance or delivery of Cash cash (except in satisfaction of including cash paid for fractional shares pursuant to upon conversion of this Security in accordance with Section 4.02(a)1), property or securities (other than junior securities) upon conversion of a this Security in accordance with Section 1 shall be deemed to constitute payment on account of the principal of such this Security. For the purposes of this Section, the term “junior securities” means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and (b) securities of the Company which are subordinated in right of payment to all Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are this Security is so subordinated as provided in this Article 9Section 6. Nothing contained in this Article 9 Section 6 or elsewhere in this Indenture or in the Securities Security is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders holder of the Securitiesthis Security, the right, which is absolute and unconditional, of the Holder holder of any this Security to convert such this Security in accordance with Article 4Section 1.

Certain Conversions Deemed Payment. For the purposes of ---------------------------------- this Article 9 only, (i1) the issuance and delivery of junior securities upon - conversion of Securities this Security in accordance with Article 4 8 or in respect to the - Repurchase Price in accordance with Article 7 shall not be deemed to constitute - a payment or distribution on account of the principal of or of, premium or interest on Securities on, or other amount payable with respect to, this Security or on account of the purchase or other acquisition of Securitiesthis Security, and (ii2) the payment, issuance or delivery of Cash (except in satisfaction of fractional shares pursuant to Section 4.02(a))cash, property or securities (other than junior securities) upon conversion of a this Security shall be deemed to constitute payment on account of the principal of such of, premium or interest on, or other amount payable with respect to, this Security. For the purposes of this SectionSection 9.09, the term “"junior ---- securities” " means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and (b) securities of the Company which that are subordinated in right of payment to the prior payment in full of all Senior Debt which Indebtedness that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 9. Nothing contained in this Article 9 or elsewhere in this Indenture or in the Securities - - Security is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders of the SecuritiesHolder, the right, which is absolute and unconditional, of the Holder of any Security to convert such this Security in accordance with Article 4.8. - ARTICLE 10

Certain Conversions Deemed Payment. For the purposes of this Article 9 only, (i1) the issuance and delivery of junior securities upon - conversion of Securities this Security in accordance with Article 4 8 or in respect to the - Repurchase Price in accordance with Article 7 shall not be deemed to constitute - a payment or distribution on account of the principal of or of, premium or interest on Securities on, or other amount payable with respect to, this Security or on account of the purchase or other acquisition of Securitiesthis Security, and (ii2) the payment, issuance or delivery of Cash (except in satisfaction of fractional shares pursuant to Section 4.02(a))cash, property or securities (other than junior securities) upon conversion of a this Security shall be deemed to constitute payment on account of the principal of such of, premium or interest on, or other amount payable with respect to, this Security. For the purposes of this SectionSection 9.09, the term “"junior ---- securities” " means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and (b) securities of the Company which that are subordinated in right of payment to the prior payment in full of all Senior Debt which Indebtedness that may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 9. Nothing contained in this Article 9 or elsewhere in this Indenture or in the Securities - - Security is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders of the SecuritiesHolder, the right, which is absolute and unconditional, of the Holder of any Security to convert such this Security in accordance with Article 4.8. -

Certain Conversions Deemed Payment. For the purposes of this Article 9 Section 7 ---------------------------------- only, (i1) the issuance and delivery of junior securities Junior Securities upon conversion of Securities this Security in accordance with Article 4 Section 2 shall not be deemed to constitute a payment or distribution on account of the principal of (or premium premium, if any) or interest on Securities this Security or on account of the purchase or other acquisition of Securitiesthis Security, and (ii2) the payment, issuance or delivery of Cash cash (except in satisfaction of including cash paid for fractional shares pursuant to upon conversion of this Security in accordance with Section 4.02(a)2), property or securities (other than junior securitiesJunior Securities) upon conversion of a this Security in accordance with Section 2 shall be deemed to constitute payment on account of the principal of such this Security. For the purposes of this Section, the term “junior securities” "Junior Securities" means (a) shares of any ----------------- stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and (b) securities of the Company which are subordinated in right of payment to all Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are this Security is so subordinated as provided in this Article 9. Nothing contained in this Article 9 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 4.Section

Certain Conversions Deemed Payment. For the purposes of this Article 9 5 only, (i1) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article 4 shall not be deemed to constitute a payment or distribution on account of the principal of (or premium premium, if any) or interest or Additional Interest on Securities or on account of the purchase or other acquisition of Securities, Securities and (ii2) the payment, issuance or delivery of Cash cash (except in satisfaction of fractional shares pursuant to Section 4.02(a)4.3), property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this SectionSection 5.8, the term “"junior securities” " means (a) shares of any stock Capital Stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and or (b) securities of the Company which are subordinated in right of payment to all Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 95. Nothing contained in this Article 9 5 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders of the SecuritiesHolders, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 4.

Certain Conversions Deemed Payment. For the purposes of this Article 9 only, (i) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article 4 XII shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of Securities, and (ii) the payment, issuance or delivery of Cash cash (except in satisfaction of fractional shares pursuant to Section 4.02(a)12.03), property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section, the term “"junior securities” " means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 XII and (b) securities of the Company which are subordinated in right of payment to all Senior Debt which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 9Article. Nothing contained in this Article 9 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 4XII.

Certain Conversions Deemed Payment. For the purposes of this Article 9 11 only, (i1) the issuance and delivery of junior securities Junior Securities upon conversion of Securities in accordance with Article 4 10 shall not be deemed to constitute a payment or distribution on account of the principal of (or premium premium, if any) or interest interest, if any, on Securities or on account of the purchase or other acquisition of Securities, and (ii2) the payment, issuance or delivery of Cash cash (except in satisfaction of fractional shares pursuant to Section 4.02(a)10.04), property or securities (other than junior securitiesJunior Securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this SectionSection 11.08, the term “junior securities” "Junior Securities" means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and Company, or (b) securities of the Company which are subordinated in right of payment to all Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 9Article. Nothing contained in this Article 9 11 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders of the SecuritiesHolders, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 410.

Certain Conversions Deemed Payment. For the purposes of this Article 9 Section 6 only, (i1) the issuance and delivery of junior securities upon conversion of Securities this Security in accordance with Article 4 Section 1 shall not be deemed to constitute a payment or distribution on account of the principal of (or premium premium, if any) or interest on Securities this Security or on account of the purchase or other acquisition of Securitiesthis Security, and (ii2) the payment, issuance or delivery of Cash cash (except in satisfaction of including cash paid for fractional shares pursuant to upon conversion of this Security in accordance with Section 4.02(a)1), property or securities (other than junior securities) upon conversion of a this Security in accordance with Section 1 shall be deemed to constitute payment on account of the principal of such this Security. For the purposes of this Section, the term “"junior securities” " means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and (b) securities of the Company which are subordinated in right of payment to all Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are this Security is so subordinated as provided in this Article 9Section 6. Nothing contained in this Article 9 Section 6 or elsewhere in this Indenture or in the Securities Security is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders holder of the Securitiesthis Security, the right, which is absolute and unconditional, of the Holder holder of any this Security to convert such this Security in accordance with Article 4Section 1.

Certain Conversions Deemed Payment. For the purposes of this Article 9 Section 7 only, (i1) the issuance and delivery of junior securities upon conversion of Securities this Security in accordance with Article 4 Section 2 shall not be deemed to constitute a payment or distribution on account of the principal of (or premium premium, if any) or interest on Securities this Security or on account of the purchase or other acquisition of Securitiesthis Security, and (ii2) the payment, issuance or delivery of Cash cash (except in satisfaction of including cash paid for fractional shares pursuant to upon conversion of this Security in accordance with Section 4.02(a)2), property or securities (other than junior securities) upon conversion of a this Security in accordance with Section 2 shall be deemed to constitute payment on account of the principal of such this Security. For the purposes of this Section, the term “"junior securities” " means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and (b) securities of the Company which are subordinated in right of payment to all Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are this Security is so subordinated as provided in this Article 9Section 7. Nothing contained in this Article 9 Section 7 or elsewhere in this Indenture or in the Securities Security is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders holder of the Securitiesthis Security, the right, which is absolute and unconditional, of the Holder holder of any this Security to convert such this Security in accordance with Article 4Section 2.

Certain Conversions Deemed Payment. 34 For the purposes of this Article 9 [__] only, (i) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article 4 [__] shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of Securities, and (ii) the payment, issuance or delivery of Cash cash (except in satisfaction of fractional shares pursuant to Section 4.02(a))Article [__], property or securities (other than junior securities)) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section, the term “junior securities” means (a) shares of any common stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 [__] and (b) securities of the Company which are subordinated in right of payment to all Senior Debt which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 9[__]. Nothing contained in this Article 9 [__] or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders of the Securities, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 4[__].

Certain Conversions Deemed Payment. For the purposes of this Article 9 Section 7 only, (i1) the issuance and delivery of junior securities upon conversion of Securities this Security in accordance with Article 4 Section 2 shall not be deemed to constitute a payment or distribution on account of the principal of (or premium premium, if any) or interest on Securities this Security or on account of the purchase or other acquisition of Securitiesthis Security, and (ii2) the payment, issuance or delivery of Cash cash (except in satisfaction of including cash paid for fractional shares pursuant to upon conversion of this Security in accordance with Section 4.02(a)2), property or securities (other than junior securities) upon conversion of a this Security in accordance with Section 2 shall be deemed to constitute payment on account of the principal of such this Security. For the purposes of this Section, the term “junior securities” means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and (b) securities of the Company which are subordinated in right of payment to all Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are this Security is so subordinated as provided in this Article 9Section 7. Nothing contained in this Article 9 Section 7 or elsewhere in this Indenture or in the Securities Security is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders holder of the Securitiesthis Security, the right, which is absolute and unconditional, of the Holder holder of any this Security to convert such this Security in accordance with Article 4Section 2.

Certain Conversions Deemed Payment. For the purposes of this Article 9 only, (i1) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article 4 6 shall not be deemed to constitute a payment or distribution on account of the principal of, or premium, if any, the cash portion of or premium the conversion obligation, if any, or interest on on, Securities or on account of the purchase or other acquisition of Securities, and (ii2) the payment, issuance or delivery of Cash cash (except in satisfaction of fractional shares pursuant to Section 4.02(a)Article 6), property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this SectionSection 9.08, the term “junior securities” means (a) shares of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and or (b) securities of the Company which are subordinated in right of payment to all Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 9Article. Nothing contained in this Article 9 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders of the SecuritiesHolders, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 46.

Certain Conversions Deemed Payment. For the purposes of this Article 9 ---------------------------------- Section 7 only, (i1) the issuance and delivery of junior securities Junior Securities upon conversion of Securities this Security in accordance with Article 4 Section 2 shall not be deemed to constitute a payment or distribution on account of the principal of (or premium premium, if any) or interest on Securities this Security or on account of the purchase or other acquisition of Securitiesthis Security, and (ii2) the payment, issuance or delivery of Cash cash (except in satisfaction of including cash paid for fractional shares pursuant to upon conversion of this Security in accordance with Section 4.02(a)2), property or securities (other than junior securitiesJunior Securities) upon conversion of a this Security in accordance with Section 2 shall be deemed to constitute payment on account of the principal of such this Security. For the purposes of this Section, the term “junior securities” "Junior Securities" means (a) shares ----------------- of any stock of any class of the Company and securities into which the Securities are convertible pursuant to Article 4 and (b) securities of the Company which are subordinated in right of payment to all Senior Debt Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are this Security is so subordinated as provided in this Article 9Section 7. Nothing contained in this Article 9 Section 7 or elsewhere in this Indenture or in the Securities Security is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt Indebtedness and the Holders holder of the Securitiesthis Security, the right, which is absolute and unconditional, of the Holder holder of any this Security to convert such this Security in accordance with Article 4Section 2.