Treatment of Convertible Notes. (a) The Company, the Surviving Corporation and Parent will take all necessary action to execute and deliver a supplemental indenture to the Trustee (as defined in the 2017 Indenture) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, to the 2017 Indenture to provide, among other things, that at and after the Effective Time, the right to convert the 2017 Convertible Notes shall be changed into a right to convert each $1,000 principal amount of 2017 Convertible Notes into cash in an amount equal to (x) the Conversion Rate (as defined in the 2017 Indenture) in effect on the Conversion Date (as defined in the 2017 Indenture and as increased pursuant to Section 4.04 of the 0000 Xxxxxxxxx), multiplied by (y) the Merger Consideration in accordance with Section 4.07 of the 2017 Indenture. In addition, prior to the Effective Time, (i) the Company will provide notice of the anticipated effective date of the Merger to holders of the 2017 Convertible Notes and the trustee, paying agent and conversion agent of the 2017 Convertible Notes promptly after the date of this Agreement and in any event within two (2) Business Days of the date hereof in accordance with Sections 3.02(a) and 4.01(e) of the 2017 Indenture and file such notice with the SEC as a pre-commencement communication under Schedule TO, and (ii) the Company and Surviving Corporation will take commercially reasonable efforts to take all such other actions as may be required in accordance with, and subject to, the terms of the 2017 Indenture including delivery of any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required to comply with the 2017 Indenture. The Company will not make any settlement election under or make any change to the terms of the 2017 Indenture relating to the 2017 Convertible Notes without the prior written consent of Parent, which consent will not be unreasonably withheld or delayed.
Treatment of Convertible Notes. (i) Immediately prior to the Effective Time, without any action on the part of the Converting Noteholder, each Converting Note that is then held and remains outstanding immediately prior to the Effective Time shall be cancelled and converted into shares of Company Common Stock, and such applicable shares of Company Common Stock shall be issued to the applicable Converting Noteholder.
Treatment of Convertible Notes. As set forth in Sections 10.1 and 11.11, it is a condition of the Closing that all promissory notes convertible into the capital stock of Vyteris shall either have been paid or converted at or prior to the Closing.
Treatment of Convertible Notes. Prior to the Effective Time, the Company shall take all such actions as may be required in accordance with, and subject to, the terms of the Company Indenture or under applicable law, including the giving of any notices that may be required in connection with the Merger and any repurchases or conversions of the Company Convertible Notes occurring as a result of or in connection with the Merger and shall cooperate with the Purchaser in the preparation of any Schedule TO statements in connection with any repurchase offer for the Company Convertible Notes made after the Closing, whether required pursuant to the terms of the Company Indenture or otherwise requested by Parent or Purchaser. Prior to the Effective Time, the Company shall, to the extent reasonably requested by Parent or Purchaser in connection with the Merger and the consummation thereof, undertake the preparation of, and shall execute and deliver, any supplemental indentures, legal opinions, officers’ certificates or other documents or instruments required in connection with the Merger and the consummation thereof pursuant to the Company Indenture or under any applicable law. The Company shall provide Parent, Purchaser and their counsel reasonable opportunity to review and comment on any notices, certificates, press releases, supplemental indentures, legal opinions, officers’ certificates or other documents or instruments deliverable pursuant to or in connection with any Company Indentures prior to the dispatch or making thereof, and the Company shall promptly respond to any reasonable questions from, and reflect any reasonable comments made by, Parent or its counsel with respect thereto prior to the dispatch or making thereof. In addition, the Company shall promptly notify the Parent following the occurrence of any event that would require an adjustment to the conversion rate under the Company Indenture (including any adjustment that would require a change to such conversion rate of less than 1%).
Treatment of Convertible Notes. Pursuant to the terms of the Convertible Notes Indenture, after the Effective Time and prior to the expiration of the Make-Whole Period (as defined in the Convertible Notes Indenture), each holder of the Convertible Notes, to the extent such holder has not exercised its right to require the Surviving Corporation to repurchase such holder’s Convertible Notes in accordance with the terms of the Convertible Notes and the Convertible Notes Indenture, will be entitled to convert such holder’s Convertible Notes into the right to receive an amount in cash for each $25.00 principal amount of Convertible Notes held by such holder as set forth in (and to be calculated in accordance with the terms of) the Convertible Notes Indenture (such amount, the “Convertible Note Consideration”). The Surviving Corporation (directly or through the Paying Agent) shall pay to each holder of Convertible Notes that so converts the Convertible Note Consideration as soon as practicable following such conversion in accordance with the terms of the Convertible Notes Indenture.
Treatment of Convertible Notes. Pursuant to the terms of the Indenture, dated as of June 25, 2008, between the Company and Xxxxx Fargo Bank, N.A., as trustee, as amended or supplemented to the date of this Agreement (the “Convertible Notes Indenture”), after the Effective Time, each holder of the Company’s convertible 4.50% senior notes due 2014 (the “Convertible Notes”) will be entitled, subject to the terms and conditions of the Convertible Notes Indenture, to (i) convert such holder’s Convertible Notes only into the right to receive (A) an amount in cash for each $1,000 principal amount of Convertible Notes held by such holder equal to the product of (1) the sum, subject to the Maximum Conversion Cap, of the Base Conversion Rate and the Additional Shares (such sum, the “Conversion Number”), multiplied by (2) the Per Share Cash Merger Consideration and (B) for each $1,000 principal amount of Convertible Notes held by such holder, a number of Contingent Value Rights equal to the Conversion Number (the “Convertible Make-Whole Conversion Right”), (ii) require the Company to repurchase such holder’s Convertible Notes or any portion of principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, for cash on a date specified by the Company in accordance with the Convertible Notes Indenture at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, together with accrued and unpaid interest thereon to, but excluding, the repurchase date (the “Convertible Put Right”) or (iii) continue to hold such holder’s Convertible Notes. Capitalized terms used in this Section 4.5 but not defined in this Agreement shall have the meanings ascribed to such terms in the Convertible Notes Indenture.
Treatment of Convertible Notes. (a) Prior to the Effective Time, the Company shall take all necessary actions in accordance with the terms of the Convertible Notes Indenture, including the giving of any notices that may be required 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” and/or “Make-Whole Fundamental Change” as such terms are defined in the Convertible Notes Indenture, and delivery of any supplemental indentures, legal opinions, officers certificates or other documents or instruments required in connection with the consummation of the Merger.
Treatment of Convertible Notes. Prior to the Closing, each Convertible Note will be converted into Company Series B Preferred Stock in accordance with the terms thereof, in each case, as set forth on Capitalization Schedule delivered prior to Closing.
Treatment of Convertible Notes. (a) Within the time periods required by the terms of the Indenture, the Company shall take all actions required by the Indenture to be performed by the Company prior to the Effective Time as a result of the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, including the giving of any notices that may be required prior to the Effective Time in connection with the convertibility of the Convertible Notes, the delivery to the Trustee of any certificates, opinions, documents or instruments required to be delivered prior to the Effective Time to the Trustee in connection with such transactions or otherwise required pursuant to the terms of the Indenture. Without limiting the generality of the foregoing, prior to the Effective Time, the Company agrees to (i) deliver the notice required by Section 13.01(b)(iii) of the Indenture promptly following the date of this Agreement, (ii) execute and deliver at the Effective Time, a supplemental indenture, officer’s certificate and opinion of counsel pursuant to Section 13.08 and Article 10, as applicable, of the Indenture and (iii) use its reasonable best efforts to cause the Trustee to execute the supplemental indenture at the Effective Time. Such supplemental indenture shall provide that, effective at the Effective Time, each outstanding Convertible Note shall no longer be convertible into shares of Company Common Stock but shall be convertible solely into the Note Merger Consideration that the holders of such Convertible Notes are entitled to receive upon conversion in accordance with the terms of the Indenture.
Treatment of Convertible Notes. (a) Parent shall not assume any promissory notes convertible into Company Common Stock in connection with the Merger. Each holder of a note (a “Noteholder”) that is convertible into Company Common Stock under the several promissory notes entered into by the Company and the note holders party thereto outstanding immediately prior to the Effective Time (whether or not then convertible) (each a “Company Note”) shall be provided with notice pursuant to which all Company Notes held by such Noteholder may be converted in full by such Noteholder for a period of at least 15 days prior to the Effective Time in accordance with the terms and conditions of the applicable Company Note. To the extent that any outstanding Company Note is not so converted immediately prior to the Effective Time, such Company Note shall be cancelled and terminated at the Effective Time in exchange for the right to receive, in a combination of cash and shares of Parent Common Stock as described below, the total number of shares of Company Common Stock to which the Company Note was convertible immediately prior to the Effective Time (the “Net Note Share Amount”), which shall be paid in (i) a cash amount equal to the product of the Net Note Share Amount multiplied by $0.27 and (ii) the number of whole and fractional shares of Parent Common Stock equal to the quotient of (A) the product of the Net Note Share Amount multiplied by $1.08, divided by (B) the Parent Stock Value. If the conversion price per share of any such Company Note is equal to or greater than $1.35, the outstanding principal balance of such Company Note, together with all accrued but unpaid interest thereon, shall instead be paid in full.
