Replacement Convertible Notes Sample Clauses
The Replacement Convertible Notes clause establishes the terms under which existing convertible notes may be replaced with new ones, typically as part of a financing round or restructuring. In practice, this clause outlines the process for issuing new convertible notes to current noteholders, often with updated terms such as revised interest rates, maturity dates, or conversion mechanics. Its core function is to facilitate the smooth transition from old to new debt instruments, ensuring that both the company and investors are aligned on the updated terms and reducing potential disputes or confusion regarding outstanding obligations.
Replacement Convertible Notes. If the holder of a Convertible Note claims that its Convertible Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Convertible Note if the Trustee’s and the Company’s requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement Convertible Note, the holder of a Convertible Note must provide a certificate of loss and an indemnity or an indemnity bond sufficient, in the judgment of both the Company and the Trustee, to fully protect the Company, the Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Convertible Note is replaced. The Company and the Trustee may charge the relevant holder for their expenses in replacing any Convertible Note. The Trustee or any authenticating agent may authenticate any such substituted Convertible Note, and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. Upon the issuance of any substituted Convertible Note, the Company and the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Convertible Note which has matured or is about to mature, or has been submitted for repurchase pursuant to Section 4.06 or is about to be converted into Common Stock pursuant to Article XII, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Convertible Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Convertible Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Convertible Note and of the ownership thereof. Every replacement Convertible Note is an additional obligation of the Company and s...
Replacement Convertible Notes. (a) If the Holder of a Convertible Note claims that the Convertible Note has been mutilated, lost, destroyed or wrongfully taken, the Company shall issue a replacement Convertible Note if the Company’s reasonable and customary requirements are met and, in the case of a mutilated Convertible Note, such mutilated Convertible Note is surrendered to the Company. In the case of lost, destroyed or wrongfully taken Convertible Notes, if required by the Company, an affidavit of loss and indemnity must be provided by the Holder that is reasonably sufficient to protect the Company from any loss that it may suffer if a Convertible Note is replaced.
(b) Every replacement Convertible Note is an obligation of the Company.
Replacement Convertible Notes. The proceeds of the Replacement Convertible Notes will be used solely to (i) redeem the Convertible Notes in full and pay any fees and expenses related thereto, (ii) to enter into a capped call transaction for the purpose of increasing the applicable conversion price of the Replacement Convertible Notes and (iii) pay any fees and expenses in connection with the issuance thereof. Until such proceeds are applied as set forth in this Section 5.10, such proceeds shall be deposited into an account at the Administrative Agent that is subject to a perfected security interest in favor of the Administrative Agent.
g. Section 6.01(b) is amended in its entirety to read as follows:
Replacement Convertible Notes. If the holder of a ----------------------------- Convertible Note claims that the Convertible Note has been lost, destroyed or wrongfully taken or if such Convertible Note is mutilated and is surrendered to the Trustee, the Company shall issue and the Trustee shall authenticate a replacement Convertible Note if the Trustee's and the Company's requirements are met. If required by the Trustee or the Company, an indemnity bond must be sufficient in the judgment of both to protect the Company, the Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Convertible Note is replaced. The Company may charge for its expenses in replacing a Convertible Note. In case any such mutilated, destroyed, lost or stolen Convertible Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article III hereof, the Company in its discretion may, instead of issuing a new Convertible Note, pay or purchase such Convertible Note, as the case may be. Every replacement Convertible Note is an additional obligation of the Company.
Replacement Convertible Notes. 18 Section 2.08 Outstanding Convertible Notes....................................................18 Section 2.09 When Treasury Convertible Notes Disregarded......................................19