Common use of Convertible Notes Clause in Contracts

Convertible Notes. Within the time periods required by the terms of the Convertible Notes Indentures, the Company shall take all actions required by the Convertible Notes Indentures to be performed by the Company at or prior to the Effective Time as a result of the execution and delivery of this Agreement or the consummation of the Transactions, including the giving of any notices that may be required and the delivery to the trustee, noteholders or other applicable Persons, as applicable, of any documents or instruments required to be delivered at or prior to the Effective Time to such trustee, noteholders or other applicable Persons. In addition, the Company shall, at Parent’s request prior to the Effective Time, provide all notices and take all other actions to comply with all of the terms and conditions of the Convertible Notes Indentures. The Company shall provide Parent and its legal counsel (i) copies of any notices or other communications, promptly after the receipt thereof, from the trustees or holders of notes under the Convertible Notes Indentures, (ii) prompt updates on any Convertible Notes surrendered for conversion or repurchased by the Company prior to the Effective Time, and (iii) with reasonable opportunity (and in any event at least two (2) business days to the extent reasonably practicable) to review and comment on any notices, documents or instruments prior to such notices, documents or instruments being provided to the trustee, noteholders or other applicable Persons, and Parent shall cooperate with the Company with respect to any such notices, documents or instruments that are required to be executed or delivered on or after the Effective Time; provided, that any notices or actions that are not required by the terms of the applicable Convertible Notes Indenture and any time periods for conversion or repurchase that are determined by the Company pursuant to the applicable Convertible Notes Indenture, respectively, shall be subject to the prior approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).

Convertible Notes. Within Prior to the time periods required by the terms of the Convertible Notes IndenturesClosing, the Company shall take all actions required by, or reasonably requested by Parent pursuant to and in compliance with, the Convertible Notes Indentures Indenture (or as required by applicable Law with respect to the Convertible Notes or the Convertible Notes Indenture) to be performed by the Company at or prior to the Effective Time as a result of the execution and execution, delivery or performance of this Agreement or the consummation of the Transactionstransactions contemplated hereby, including (a) the giving of any notices that may be required by the Convertible Notes Indenture or reasonably requested by Parent, including in connection with any repurchases or conversions of Convertible Notes occurring as a result of the transactions contemplated by this Agreement constituting a “Fundamental Change” or “Make-Whole Fundamental Change” as such terms are defined in the Convertible Notes Indenture, and the (b) delivery to the trusteeTrustee, noteholders the holders of Convertible Notes or other applicable PersonsPerson, as applicable, of any instruments, certificates, opinions of the Company’s counsel or other documents required by the Convertible Notes Indenture or instruments by the Trustee or reasonably requested by Parent in connection with the execution, delivery or performance of this Agreement, the transactions contemplated hereby or as otherwise required by, or reasonably requested by Parent pursuant to or in compliance with, the Convertible Notes Indenture and any applicable Law. The Company shall deliver a copy of any such notice, instrument, certificate, opinion or other document to Parent at least three (3) Business Days (or such shorter period of time as may be required to comply with the terms of the Convertible Notes Indenture or any applicable Law) prior to delivering such notice or entering into such other document or instrument, and shall consider any comments thereto proposed by Parent in good faith. Without limiting the generality of the foregoing, the Company shall cooperate with Parent by executing and delivering (or causing to be delivered at or executed and delivered, as applicable), prior to the Effective Time to such trustee, noteholders or other applicable Persons. In addition, the Company shall, at Parent’s request prior to the Effective Time, provide all notices and take all other actions to comply in accordance with all of the terms and conditions of the Convertible Notes Indentures. The Company shall provide Parent Indenture, a supplemental indenture and its legal counsel (i) copies any other documents or instruments as may be requested by the Trustee in connection with the execution of any notices or other communicationssuch supplemental indenture, promptly after in each case in form and substance reasonably acceptable to the receipt thereofTrustee and Parent, from the trustees or holders of notes pursuant to and with such terms as required under the Convertible Notes Indentures, (ii) prompt updates on any Convertible Notes surrendered for conversion or repurchased by the Company prior to the Effective Time, and (iii) with reasonable opportunity (and in any event at least two (2) business days to the extent reasonably practicable) to review and comment on any notices, documents or instruments prior to such notices, documents or instruments being provided to the trustee, noteholders or other applicable Persons, and Parent shall cooperate with the Company with respect to any such notices, documents or instruments that are required to be executed or delivered on or after the Effective Time; provided, that any notices or actions that are not required by the terms of the applicable Convertible Notes Indenture and any time periods for conversion or repurchase that are determined by the Company pursuant to the applicable Convertible Notes Indenture, respectively, shall be subject to the prior approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed).

Convertible Notes. Within the time periods required by the terms of the Convertible Notes IndenturesIndenture, the Company shall take all actions required by, or reasonably requested by Parent pursuant to and in compliance with, the Convertible Notes Indentures Indenture and any applicable Law, to be performed by the Company at or prior to the Effective Time as a result of the execution and execution, delivery or performance of this Agreement or the consummation of the Transactionstransactions contemplated hereby, including the giving of any notices that may be required required, or reasonably requested by Parent, prior to the Effective Time and the delivery to the trusteetrustee under the Indenture (the “Trustee”), noteholders or other applicable PersonsPerson, as applicable, of any documents or instruments required required, or reasonably requested by Parent, to be delivered at or prior to the Effective Time to such trusteethe Trustee, noteholders or other applicable Persons. In additionPerson, in each case, in connection with the execution, delivery or performance of this Agreement, the transactions contemplated hereby or as otherwise required by, or reasonably requested by Parent pursuant to and in compliance with, the Indenture and any applicable Law; provided that, the Company shall, shall deliver a copy of any such notice or other document to Parent at Parent’s request prior to the Effective Time, provide all notices and take all other actions least three (3) Business Days (or such shorter period of time as may be required to comply with all of the terms and conditions of the Convertible Notes Indentures. The Company shall provide Parent and its legal counsel (i) copies of any notices or other communications, promptly after the receipt thereof, from the trustees or holders of notes under the Convertible Notes Indentures, (ii) prompt updates on any Convertible Notes surrendered for conversion or repurchased by the Company prior to the Effective Time, and (iii) with reasonable opportunity (and in any event at least two (2) business days to the extent reasonably practicable) to review and comment on any notices, documents or instruments prior to such notices, documents or instruments being provided to the trustee, noteholders or other applicable Persons, and Parent shall cooperate with the Company with respect to any such notices, documents or instruments that are required to be executed or delivered on or after the Effective Time; provided, that any notices or actions that are not required by the terms of the Indenture or any applicable Law or regulation) prior to delivering or entering into such notice or other document in accordance with the terms of the 57 Indenture or any applicable Law. No event has occurred that has resulted in, or would require, an adjustment under the terms of the Indenture to the conversion rate applicable to the Convertible Notes Indenture (which remains 38.7034 shares of Company Common Stock per $1,000 principal amount of Convertible Notes) or that has resulted in or would result in the Convertible Notes becoming convertible into Reference Property (as defined in the Indenture) and any time periods for conversion or repurchase that are determined by the Company pursuant to will not take any action that would result in such an adjustment or in the applicable Convertible Notes Indenturebecoming convertible into Reference Property other than as a result of the consummation of the Offer, respectively, shall be subject to the prior approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed)Merger and the other transactions contemplated hereby.

Convertible Notes. Within the time periods required by the terms of the Convertible Notes IndenturesIndenture, the Company shall take all actions required by, or reasonably requested by Parent pursuant to and in compliance with, the Convertible Notes Indentures Indenture and any applicable Law, to be performed by the Company at or prior to the Effective Time as a result of the execution and execution, delivery or performance of this Agreement or the consummation of the Transactionstransactions contemplated hereby, including the giving of any notices that may be required required, or reasonably requested by Parent, prior to the Effective Time and the delivery to the trusteetrustee under the Indenture (the “Trustee”), noteholders or other applicable PersonsPerson, as applicable, of any documents or instruments required required, or reasonably requested by Parent, to be delivered at or prior to the Effective Time to such trusteethe Trustee, noteholders or other applicable Persons. In additionPerson, in each case, in connection with the execution, delivery or performance of this Agreement, the transactions contemplated hereby or as otherwise required by, or reasonably requested by Parent pursuant to and in compliance with, the Indenture and any applicable Law; provided that, the Company shall, shall deliver a copy of any such notice or other document to Parent at Parent’s request prior to the Effective Time, provide all notices and take all other actions least three (3) Business Days (or such shorter period of time as may be required to comply with all of the terms and conditions of the Convertible Notes Indentures. The Company shall provide Parent and its legal counsel (i) copies of any notices or other communications, promptly after the receipt thereof, from the trustees or holders of notes under the Convertible Notes Indentures, (ii) prompt updates on any Convertible Notes surrendered for conversion or repurchased by the Company prior to the Effective Time, and (iii) with reasonable opportunity (and in any event at least two (2) business days to the extent reasonably practicable) to review and comment on any notices, documents or instruments prior to such notices, documents or instruments being provided to the trustee, noteholders or other applicable Persons, and Parent shall cooperate with the Company with respect to any such notices, documents or instruments that are required to be executed or delivered on or after the Effective Time; provided, that any notices or actions that are not required by the terms of the Indenture or any applicable Law or regulation) prior to delivering or entering into such notice or other document in accordance with the terms of the Indenture or any applicable Law. No event has occurred that has resulted in, or would require, an adjustment under the terms of the Indenture to the conversion rate applicable to the Convertible Notes Indenture (which remains 38.7034 shares of Company Common Stock per $1,000 principal amount of Convertible Notes) or that has resulted in or would result in the Convertible Notes becoming convertible into Reference Property (as defined in the Indenture) and any time periods for conversion or repurchase that are determined by the Company pursuant to will not take any action that would result in such an adjustment or in the applicable Convertible Notes Indenturebecoming convertible into Reference Property other than as a result of the consummation of the Offer, respectively, shall be subject to the prior approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed)Merger and the other transactions contemplated hereby.

Convertible Notes. Within the time periods required by the terms of the Convertible Notes IndenturesIndenture, the Company shall shall, in consultation with Acquiror, take all actions required by, or reasonably requested by Acquiror pursuant to and in compliance with, the Convertible Notes Indentures Indenture and applicable Law to be performed by the Company at or prior to the Effective Time as a result of the execution and delivery of this Agreement or the consummation of the Transactionstransactions contemplated hereby, including the Merger, including the giving of any notices that may be required by the Convertible Notes Indenture or reasonably requested by Acquiror and the delivery to the trustee, noteholders or other applicable Personspersons, as applicable, of any documents or instruments required by the Convertible Notes Indenture or reasonably requested by Acquiror to be delivered at or prior to the Effective Time to such trustee, noteholders or other applicable Personspersons, including, but not limited to, any supplemental indenture, certificate or legal opinion, in each case in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, including the Merger, or as otherwise required by the Convertible Notes Indenture. In additionThe Company shall not, the Company shallwithout Acquiror’s prior written consent, at Parent’s request prior irrevocably elect any settlement method that would be applicable to conversions whose settlement will occur after the Effective Time, provide all notices and take all other actions to comply with all of the terms and conditions of the Convertible Notes Indentures. The Company shall provide Parent Acquiror and its legal counsel (i) copies of any notices or other communications, promptly after the receipt thereof, from the trustees or holders of notes under the Convertible Notes Indentures, (ii) prompt updates on any Convertible Notes surrendered for conversion or repurchased by the Company prior to the Effective Time, and (iii) with reasonable opportunity (and in any event at least two (2) business days to the extent reasonably practicable) to review and comment on any notices, documents or instruments prior to such notices, documents or instruments being provided to the trustee, noteholders notice or other applicable Persons, and Parent shall cooperate documentation (including any supplemental indenture) in connection with the Company with respect to any such noticesexecution and delivery of this Agreement, documents the transactions contemplated hereby, including the Merger, or instruments that are required to be executed or delivered on or after the Effective Time; provided, that any notices or actions that are not as otherwise required by the terms of the applicable Convertible Notes Indenture prior to delivery or execution thereof, as applicable, and any time periods for conversion or repurchase that are determined by the Company pursuant shall in good faith consider any such comments in such notice or documentation prior to the applicable Convertible Notes Indenture, respectively, shall be subject to the prior approval of Parent (such approval not to be unreasonably withheld, conditioned delivery or delayed)execution.