Common use of Convertible Notes Clause in Contracts

Convertible Notes. Within the time periods required by the terms of the Indenture, the Company shall take all actions required by, or reasonably requested by Parent pursuant to and in compliance with, the Indenture and any applicable Law, to be performed by the Company prior to the Effective Time as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including the giving of any notices that may be required, or reasonably requested by Parent, prior to the Effective Time and delivery to the trustee under the Indenture (the “Trustee”), noteholders or other applicable Person, as applicable, of any documents or instruments required, or reasonably requested by Parent, to be delivered prior to the Effective Time to the Trustee, noteholders or other applicable Person, 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 deliver a copy of any such notice 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 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 (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 the Company will not take any action that would result in such an adjustment or in the Convertible Notes becoming convertible into Reference Property other than as a result of the consummation of the Offer, the Merger and the other transactions contemplated hereby.

Convertible Notes. Within As of the time periods Effective Time, the Surviving Corporation, shall, in accordance with the Indenture, enter into a supplemental indenture (which indenture shall comply with the Trust Indenture Act of 1939 as in effect at the date of execution of such supplemental indenture) providing that the Convertible Notes shall be convertible into, in lieu of the shares of Company Common Stock issuable upon conversion of the Convertible Notes immediately prior to the Effective Date, the amount of Merger Consideration payable pursuant to the Merger in respect of such number of shares of Company Common Stock that is equal to the number of shares of Company Common Stock into which the Convertible Notes would otherwise have been convertible absent consummation of the Merger. Promptly after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deliver to the holders of the Convertible Notes the notices required by the terms of the Indenture, the Company shall take all actions required by, or reasonably requested by Parent pursuant to and in compliance with, the Indenture and any applicable Law, to be performed by the Company prior to the Effective Time as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including and shall comply with the giving terms of any notices that may be required, or reasonably requested by Parent, prior to the Effective Time and delivery to the trustee under the Indenture with respect to any repurchase of Convertible Notes from the holders thereof as a result of the transactions contemplated hereby, as required by the terms of such Indenture. As used herein, the terms (i) “Indenture” shall mean the Indenture, dated as of August 13, 2003, between the Company and The Bank of New York, as trustee (the “Trustee”), noteholders or relating to the Company’s 5.50% Convertible Senior Subordinated Notes Due 2010 and (ii) “Convertible Notes” shall mean the convertible notes referred to in clause (i) above. The Company shall obtain all opinions, certificates and other applicable Person, as applicable, of any documents or instruments required, or reasonably requested by Parent, required to be delivered prior provided by the Company or its counsel pursuant to the Effective Time to the Trustee, noteholders or other applicable Person, in each case, Indenture in connection with the execution, delivery or performance execution 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 deliver a copy of any such notice 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 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 (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 the Company will not take any action that would result in such an adjustment or in the Convertible Notes becoming convertible into Reference Property other than as a result of the consummation of the Offer, the Merger and the other transactions contemplated herebysupplemental indenture.

Convertible Notes. Within Prior to the time periods Effective Time, Parent shall take such actions as are required under each Indenture to establish the rights of the holders of the Convertible Notes issued pursuant to such Indenture to convert each Convertible Note after the Effective Time into the applicable Merger Consideration, upon the terms and subject to the conditions and the other provisions of such Indenture. After the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deliver to the holders of the Convertible Notes appropriate notices required by the terms of the Indenture, the Company shall take all actions required by, or reasonably requested by Parent pursuant to and in compliance with, the applicable Indenture and any applicable Law, to be performed by the Company prior to the Effective Time as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, including and shall comply with the giving terms of any notices that may be required, or reasonably requested by Parent, prior each Indenture with respect to the Effective Time purchase of Convertible Notes from the holders thereof as a result of the transactions contemplated hereby, if required by the terms of such Indenture. As used herein, (i) “Indentures” shall mean (A) the Indenture, dated as of May 4, 2001, between the Company and delivery to the U.S. Bank National Association, as trustee under the Indenture (the “Trustee”), noteholders or other applicable Person, as applicable, of any documents or instruments required, or reasonably requested by Parent, to be delivered prior ) relating to the Effective Time Company’s 4 1/2% Convertible Senior Subordinated Notes Due 2008, (B) the Indenture, dated as of March 3, 2004 between the Company and the Trustee relating to the TrusteeCompany’s 1.5% Convertible Senior Notes due 2024, noteholders or other applicable Person(C) the Indenture, in each casedated as of December 22, in connection with the execution2004, 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, between the Company shall deliver a copy of any such notice or other document to Parent at least three (3) Business Days (or such shorter period of time as may be required to comply with and 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 Trustee relating to the conversion rate applicable Company’s 1.875% Convertible Senior Notes due 2024, (D) the Indenture, dated as of February 23, 2005 between the Company and the Trustee relating to the Company’s 1.5% Convertible Senior Notes due 2024 and (which remains 38.7034 shares E) the Indenture, dated as of May 9, 2005 between the Company Common Stock per $1,000 principal amount of and the Trustee relating to the Company’s 1.5% Convertible Senior Notes due 2025 and (ii) “Convertible Notes” shall mean the convertible notes referred to in clause (i) or that has resulted in or would result in the Convertible Notes becoming convertible into Reference Property (as defined in the Indenture) and the Company will not take any action that would result in such an adjustment or in the Convertible Notes becoming convertible into Reference Property other than as a result of the consummation of the Offer, the Merger and the other transactions contemplated herebyabove.

Convertible Notes. Within (a) The Notes to be issued hereunder shall consist of and be limited to an aggregate principal amount of US$15,390,000.57 and such Notes are hereby designated “Convertible Unsecured Notes” and are referred to herein as the time periods required Notes. (b) Subject to section 2.8, the Notes shall be dated the date of their issue and shall not bear interest. (c) The principal of the Notes is payable on the demand of Holders and will be made payable in lawful United States money or by the terms issuance of Common Shares, at the election of the IndentureCorporation, against surrender thereof to the Company shall take all actions required by, or reasonably requested by Parent pursuant to and in compliance with, the Indenture and any applicable Law, to be performed Corporation by the Company prior to respective Holders at the Effective Time as a result principal office of the executionTrustee in the City of ▇▇▇▇▇▇▇, delivery or performance ▇▇▇▇▇▇▇. (d) The Holder of this Agreement or the consummation a Note demanding repayment of the transactions contemplated hereby, including the giving of any notices that may be required, or reasonably requested by Parentprincipal amount outstanding under such Note shall surrender such Note, prior to the Effective Time and delivery IPO Completion Date, to the trustee under Trustee at its principal office in the Indenture (the “Trustee”)City of ▇▇▇▇▇▇▇, noteholders or other applicable Person▇▇▇▇▇▇▇, as applicable, of any documents or instruments required, or reasonably requested by Parent, to be delivered prior to the Effective Time together with written notice in form and substance satisfactory to the Trustee, noteholders or other applicable Personexercising his demand right in accordance with this section 2. 1. For the purposes hereof, in each case, in connection with a Note shall be deemed to be surrendered for repayment on the execution, delivery or performance date (the “Date 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 deliver a copy of any such notice or other document to Parent at least three (3Demand”) Business Days (or such shorter period of time as may be required to comply with the terms of the Indenture or any applicable Law or regulation) prior to delivering or entering into such notice or other document on which it is so surrendered in accordance with the terms provisions hereof and, in the case of a Note so surrendered by mail or other means of delivery, on the date on which it is received by the Trustee at its principal offices, if any, in the City of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇. Upon receipt of a Note together with written notice demanding repayment, the Trustee shall forthwith provide written notice to the Corporation of such demand, in accordance with Article Eight hereof. Upon receipt of written notice from the Trustee in respect of the Indenture demand repayment, the Corporation shall have three Business Days to elect to repay the Note surrendered pursuant to this section or to satisfy such demand by issuing to the surrendering Noteholder such number of Common Shares as would be issued to such Noteholder if the Noteholder had elected to convert the Note into Common Shares pursuant to Article Three, as of the Date of Demand. The Corporation shall make any withholdings or deductions in respect of taxes required by law or by the interpretation or administration thereof and shall remit the full amount withheld or deducted to the relevant taxing authority in accordance with applicable law. The Trustee shall have no obligation to verify any payments under the Income Tax Act (Canada) or any provision of any provincial, state, local or foreign law. (e) If the Corporation elects to repay in cash the Note surrendered in accordance with section 2.1, the Corporation shall forward or cause to be forwarded by first class mail, postage prepaid (or in the event of mail service interruption by such other means as the Trustee and the Corporation shall determine to be appropriate), to the Holder for the time being at his address appearing on the register of Noteholders maintained by the Trustee a cheque for such principal (less any tax required by law to be deducted) payable to the order of such Holder. The forwarding of such cheque shall satisfy and discharge the liability for the principal on such Notes to the extent of the sum represented thereby (plus the amount of any tax deducted as aforesaid) unless such cheque is not paid on presentation. In the event of the non-receipt of such cheque by the Holder or the loss or destruction thereof, the Corporation, upon being furnished with evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue or cause to be issued to such Holder a replacement cheque for the amount of such cheque. The Corporation shall make any withholdings or deductions in respect of taxes required by law or by the interpretation or administration thereof and shall remit the full amount withheld or deducted to the relevant taxing authority in accordance with applicable Lawlaw. No event has occurred that has resulted in, or would require, an adjustment The Trustee shall have no obligation to verify any payments under the terms Income Tax Act (Canada) or any provision of any provincial, state, local or foreign law. (f) If the Corporation elects to issue Common Shares in repayment the Note surrendered in accordance with section 2.2(d), the Corporation shall forward or cause to be forwarded by first class mail, postage prepaid (or in the event of mail service interruption by such other means as the Trustee and the Corporation shall determine to be appropriate), to the Holder for the time being at his address appearing on the register of Noteholders maintained by the Trustee a certificate representing that number of Common Shares that the Noteholder was entitled to receive upon conversion of the Indenture Note, as of the date the Note was surrendered for repayment, in accordance with Article Three, for such principal (less any tax required by law to be deducted) payable to the conversion rate applicable to order of such Holder. The forwarding of such Common Share certificate shall satisfy and discharge the Convertible liability for the principal of such Notes (which remains 38.7034 plus the amount of any tax deducted as aforesaid). In the event of the non-receipt of such certificate by the Holder or the loss or destruction thereof, the Corporation, upon being furnished with evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, shall issue or cause to be issued to such Holder a replacement certificate for the number of Common Shares represented by such certificate. The Corporation shall direct the Trustee in writing to issue such common shares and shall direct the Trustee as to what legend such certificates shall bear. (g) Where Notes are registered in more than one name, the cheque or Common Share certificate issued in repayment of Company Common Stock per $1,000 the outstanding principal amount of Convertible Notes) any Note shall be payable to, or that has resulted in or would result registered in the Convertible Notes becoming convertible into Reference Property (as defined in name of, all such Holders, unless the Indenture) Corporation has received written instructions from them to the contrary, and the Company will not take receipt of any action that would result in one of such an adjustment Holders therefor shall be a complete discharge to the Trustee, any registrar of Notes and the Corporation. (h) All payments, by cash, Common Shares or in otherwise, made by the Convertible Notes becoming convertible into Reference Property other than as a result Corporation to or for the benefit of the consummation Holders in respect of the OfferNotes including, without limitation, any payments of principal shall be made free and clear of any taxes, including withholding taxes, unless such deduction or withholding is required by law. In the event that any deduction or withholding is required by law, the Merger Corporation shall promptly pay the amount required to be so deducted or withheld to the applicable taxing authority on a timely basis and pay to or for the other transactions contemplated herebybenefit of such Holder such additional amounts as may be necessary in order that the net amount received by such Holder, after and free and clear of any deduction for such taxes (including any such taxes payable on the additional amounts paid to or for the benefit of such Holder) shall equal the amount such Holder would have received had no such deduction or withholding been required. The Trustee shall not be responsible for any tax withholding obligations, tax deductions or any reporting obligations.