Common use of Restrictions on Purchases of Existing Convertible Notes Clause in Contracts

Restrictions on Purchases of Existing Convertible Notes. If any Existing Convertible Notes remain outstanding after consummation of the Exchange Offer, Parent and its Subsidiaries will not voluntarily tender for, prepay, purchase, redeem or otherwise acquire any such remaining Existing Convertible Notes unless (a) the consideration for such acquisition of remaining Existing Convertible Notes consists solely of shares of Common Stock and/or Convertible Notes and (b) the total value of such consideration per $1,000 principal amount of Existing Convertible Notes (measured at the time of such acquisition of remaining Existing Convertible Notes) is not greater than the total value of the Convertible Notes and Common Stock received by holders in the Exchange Offer per $1,000 principal amount of Existing Convertible Notes (measured at the time of such acquisition of remaining Existing Convertible Notes), unless, concurrently with the consummation of such acquisition of remaining Existing Convertible Notes, Parent distributes to each Holder of the Notes, additional Convertible Notes and/or additional shares of Common Stock (in the same proportion as the consideration paid in connection with Parent’s acquisition of such remaining Existing Convertible Notes) having a total value (measured at the time of such distribution) equivalent to the difference between (i) the total value of the consideration such holder would receive for its Existing Convertible Notes if Parent or the relevant Subsidiary acquired all such Existing Convertible Notes from such holder on the same terms as its acquisition of such remaining Existing Convertible Notes (based on the principal amount of Existing Convertible Notes that such holder would hold assuming a rescission of the Exchange Offer immediately prior to such distribution) and (ii) the sum of (x) the total value of the Convertible Notes and Common Stock that a holder owning the amount of Existing Convertible Notes held by such holder at the time of such distribution would have received in the Exchange Offer (measured at the time of such distribution) and (y) the total value of any Existing Convertible Notes and/or Common Stock previously distributed to such holder pursuant to this Section 4.21 (measured at the time of such distribution).