Conversion Notice; Etc Clause Samples

Conversion Notice; Etc. Each Holder agrees that if such Holder wishes to receive Conversion Shares upon conversion of Tranche B Notes pursuant to the Initial Shelf Registration and related prospectus, it shall give written notice to Coachmen at least three (3) Business Days prior to any such intended conversion, which notice shall specify the date on which such Holder intends to effect the first such conversion and any information with respect to such Holder and such intended conversion as may be required to amend the registration statement or supplement the related prospectus with respect to such intended conversion by such Holder (a “Conversion Notice”). As soon as practicable after the date such Conversion Notice is provided, and in any event within two (2) Business Days thereafter, Coachmen shall: (i) if necessary, prepare and file with the SEC a post-effective amendment to the Initial Shelf Registration or a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference so that such registration statement and related prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) provide each Converting Holder copies of any documents filed pursuant to Section 2.1(b)(i) and (iii) inform each Converting Holder that Coachmen has complied with its obligations in Section 2.1(b)(i) (or if Coachmen has filed a post-effective amendment to the Initial Shelf Registration that has not yet been declared effective, Coachmen shall notify each Converting Holder to that effect, use its best efforts to secure the effectiveness of such post-effective amendment, and immediately notify each Converting Holder when the amendment has become effective).