Common use of Senior Convertible Notes Clause in Contracts

Senior Convertible Notes. Subject to the terms and conditions of this Agreement, promptly and in any event no later than ten days after the Closing Date, Skyworks shall authorize, execute and deliver the Indenture and the other Senior Note Documentation (other than Senior Convertible Notes) and, thereafter, promptly after any demand by Conexant in accordance with Section 9 of the Interim Convertible Notes, shall issue, execute and deliver to Conexant Senior Convertible Notes in exchange for Interim Convertible Notes, as follows: 2.3.1 Skyworks shall issue Senior Convertible Notes, dated the Closing Date, in an aggregate principal amount equal to the aggregate principal amount of Interim Convertible Notes to be exchanged. 2.3.2 Conexant shall deliver to Skyworks, against receipt of the Senior Convertible Notes as provided in Section 2.3.1, the Interim Convertible Notes to be exchanged, marked "Paid in Full." 2.3.3 Conexant and Skyworks agree that the exchange contemplated by this Section 2.3 shall be made in a manner that will not require registration under the Securities Act.