Common use of Convertible Notes Clause in Contracts

Convertible Notes. Prior to the 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 applicable Indenture as a result of the transactions contemplated hereby, and shall comply with the terms of each Indenture with respect to the 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 U.S. Bank National Association, as trustee (the “Trustee”) relating to the 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 Company’s 1.5% Convertible Senior Notes due 2024, (C) the Indenture, dated as of December 22, 2004, between the Company and the Trustee relating to the 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 (E) the Indenture, dated as of May 9, 2005 between the Company 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) above.

Convertible Notes. Prior to As of the Effective Time, Parent the Surviving Corporation, shall, in accordance with the Indenture, enter into a supplemental indenture (which indenture shall take comply with the Trust Indenture Act of 1939 as in effect at the date of execution of such actions as are required under each Indenture to establish supplemental indenture) providing that the rights Convertible Notes shall be convertible into, in lieu of the holders shares of Company Common Stock issuable upon conversion of the Convertible Notes issued immediately prior to the Effective Date, the amount of Merger Consideration payable pursuant to the Merger in respect of such Indenture to convert each Convertible Note after the Effective Time into the applicable Merger Consideration, upon the terms and subject number of shares of Company Common Stock that is equal to the conditions and number of shares of Company Common Stock into which the other provisions Convertible Notes would otherwise have been convertible absent consummation of such Indenturethe Merger. After Promptly after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, deliver to the holders of the Convertible Notes appropriate the notices required by the terms of the applicable Indenture as a result of the transactions contemplated hereby, and shall comply with the terms of each the Indenture with respect to the purchase any repurchase of Convertible Notes from the holders thereof as a result of the transactions contemplated hereby, if as required by the terms of such Indenture. As used herein, the terms (i) “IndenturesIndenture” shall mean (A) the Indenture, dated as of May 4August 13, 20012003, between the Company and U.S. The Bank National Associationof New York, as trustee (the “Trustee”) ), relating to the Company’s 4 1/25.50% Convertible Senior Subordinated Notes Due 2008, (B) the Indenture, dated as of March 3, 2004 between the Company and the Trustee relating to the Company’s 1.5% Convertible Senior Notes due 2024, (C) the Indenture, dated as of December 22, 2004, between the Company and the Trustee relating to the 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 (E) the Indenture, dated as of May 9, 2005 between the Company and the Trustee relating to the Company’s 1.5% Convertible Senior Notes due 2025 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 documents required to be provided by the Company or its counsel pursuant to the Indenture in connection with the execution of such supplemental indenture.

Convertible Notes. (a) Prior to the Effective Time, the Company and Parent shall take such actions as are required under each Indenture deliver any notices (including with respect to establish the holders’ rights to require repurchase or conversion of the holders Convertible Notes) and take all necessary actions so that, in the event that any of the Company’s Convertible Notes issued pursuant to such Indenture to convert each the Convertible Note after the Effective Time into the applicable Merger Consideration, upon the terms and subject to the conditions and the other provisions Notes Indentures remain outstanding as of such Indenture. After the Effective Time, Parent shall, or the Company shall cause the Surviving Corporation to, (i) execute and deliver to the holders of Trustee supplemental indentures to the Convertible Notes appropriate notices Indentures, as and to the extent required by the terms of the applicable Indenture Convertible Notes Indentures, including, without limitation, as a result of the transactions contemplated herebyTransactions constituting a “Fundamental Change” or “Make-Whole Fundamental Change” (as such terms are defined in the Convertible Notes Indentures) and to provide that on and after the Effective Time, and shall comply with the terms of each Indenture with respect to the purchase holder of Convertible Notes from shall have the holders thereof as a result right to convert such Convertible Notes into the Merger Consideration in accordance with, and subject to, the provisions of the transactions contemplated herebyConvertible Notes Indentures governing the conversion of the Convertible Notes (including any applicable increase in the “Conversion Rate” thereunder for conversions made in connection with the Merger), if (ii) cause to be executed and delivered to the Trustee an “Officer’s Certificate” and an “Opinion of Counsel” (as such terms are defined in the Convertible Notes Indentures) and any other related documentation required by the terms of Convertible Notes Indentures in connection with such Indenture. As used herein, (i) “Indentures” shall mean (A) the Indenture, dated as of May 4, 2001, between the Company and U.S. Bank National Associationsupplemental indentures, as trustee (the “Trustee”) relating and to the Company’s 4 1/2% extent required by the Convertible Senior Subordinated Notes Due 2008, Indentures and (Biii) take any other actions reasonably requested by Parent in connection with the Indenture, dated as of March 3, 2004 between the Company and the Trustee relating Transactions to the Companyextent such actions are required in order to effect any repurchases or conversions of the Convertible Notes in accordance with the Convertible Notes Indentures following the Effective Time. The Company will provide copies of any such supplemental indenture, Officer’s 1.5% Convertible Senior Notes due 2024Certificate, (C) the IndentureOpinion of Counsel, dated as of December 22, 2004, between the Company and the Trustee relating any other documentation required pursuant to the Company’s 1.875% Convertible Senior Notes due 2024, foregoing clause (Diii) the Indenture, dated as of February 23, 2005 between the Company to Parent at least three (3) Business Days prior to delivering any such document and the Trustee relating all such documents shall be subject to the Company’s 1.5% Convertible Senior Notes due 2024 and prior approval of Parent (E) the Indenturesuch approval not to be unreasonably withheld, dated as of May 9, 2005 between the Company 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) aboveconditioned or delayed).

Convertible Notes. Prior (a) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.14(c), at or prior to the Effective Time, Parent the Company shall take such all actions as are required under each Indenture to establish the rights of the holders terms of the Convertible Notes issued pursuant Indenture or the Convertible Notes in connection with the Merger and the other transactions contemplated by this Agreement, which actions shall include (i) giving any notices that may be required in connection with the Merger and the other transactions contemplated by this Agreement, (ii) preparing, executing and delivering, and using reasonable best efforts to such Indenture cause the Trustee to convert each Convertible Note after execute and deliver, any supplemental indenture(s) required in connection with the Merger and the other transactions contemplated by this Agreement, in form and substance reasonably satisfactory to the Trustee and Parent, (iii) delivering any opinions of counsel required to be delivered prior to the Effective Time into the applicable Merger Considerationand any officer’s certificates or other documents or instruments, upon as may be necessary to comply with all of 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 Indenture in connection with the Merger and the other transactions contemplated by this Agreement and (iv) delivering the Conversion Consideration (as defined in the Convertible Notes Indenture) in respect of any conversion of the Convertible Notes occurring prior to the Effective Time in accordance with the terms of the applicable Indenture as a result Convertible Notes Indenture. For the avoidance of doubt, no other provision set forth in this Agreement shall be deemed to prohibit the Company from effecting the delivery of the transactions contemplated hereby, and shall comply Conversion Consideration (as defined in the Convertible Notes Indenture) in respect of any conversions of the Convertible Notes in accordance with the terms of each Indenture with respect to the purchase of Convertible Notes from and the holders thereof as a result Convertible Notes Indenture, and any action taken in furtherance of the transactions contemplated hereby, if required by foregoing shall be deemed in compliance with 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 U.S. Bank National Association, as trustee (the “Trustee”) relating to the 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 Company’s 1.5% Convertible Senior Notes due 2024, (C) the Indenture, dated as of December 22, 2004, between the Company and the Trustee relating to the 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 (E) the Indenture, dated as of May 9, 2005 between the Company 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) abovethis Agreement.