This excerpt taken from the CETV 10-Q filed Apr 30, 2008.
Daily Conversion Value” means, for any Settlement Period Trading Day, one-twenty-fifth (1/25) of the product of (1) the applicable Conversion Rate on that Settlement Period Trading Day and (2) the Volume Weighted Average Price of the Class A Common Stock (or, if the Conversion Settlement Amount is then based on the Reference Property in accordance with Section 10.06, a unit of the Reference Property on that Settlement Period Trading Day.) For the purposes of determining the Daily Conversion Value, the following provisions shall apply: (i) if the Reference Property includes securities for which the price can be determined in a manner contemplated by the definition of “Volume Weighted Average Price,” then the value of such securities shall be determined in accordance with the principles set forth in such definition; (ii) if the Reference Property includes other property (other than securities as to which clause (i) applies or cash), then the value of such property shall be the Fair Market Value of such property; and (iii) if the Reference Property includes cash, then the value of such cash shall be the amount thereof.
If the Company has elected to satisfy its Conversion Obligation in cash and, if applicable, shares of Class A Common Stock, the Conversion Settlement Amount will be delivered on the third Trading Day following the final Settlement Period Trading Day of the applicable Conversion Period. If the Company has elected to satisfy its Conversion Obligation in shares of Class A Common Stock only, such shares of Class A Common Stock will be delivered on the third Trading Day following the final Settlement Period Trading Day of the Conversion Period that would be applicable if the Company had elected to satisfy its Conversion Obligation in cash and, if applicable, shares of Class A Common Stock.
The Company shall from time to time make an election with respect to the method it chooses to satisfy its Conversion Obligation. Such election shall be effective until the Company provides notice of an election of a different method of settlement. The Company may not elect a different method of settlement after December 15, 2012. As of the date of this Indenture, the Company elects to settle its Conversion Obligation by cash and, if applicable, shares of Class A Common Stock. The newly chosen method of settlement shall become effective five Business Days following the date of such notice. The Company shall provide to all Noteholders, the Trustee and the Conversion Agent a notice of the newly chosen method of settlement and the effective date of such newly chosen method. Simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on the Company Website.
SECTION 11.01 Subsidiary Guarantees. Each of the Subsidiary Guarantors hereby fully, unconditionally, irrevocably, and jointly and severally Guarantees on a senior basis, as primary obligor and not merely as surety, the full and punctual payment of principal of, or interest on or in respect of the Notes when due, whether at stated maturity, by acceleration or otherwise, under the Notes and this Indenture (including the repurchase obligation of the Company pursuant to Section 3.01). Such Guarantee shall include, in addition to the amount stated above, any and all costs and expenses (including counsel fees and expenses) incurred by the Trustee or the holders of the Notes in enforcing any rights under the Subsidiary Guarantees.
In the Event of Default in the payment of principal of or interest, if any, and any other payment obligations in respect of the Notes (including any obligation to repurchase the Notes pursuant to Section 3.01), legal proceedings may be instituted directly against one or all of the Subsidiary Guarantors without first proceeding against the Company.
SECTION 11.02 Additional Subsidiary Guarantors. After the Closing Date, the Company will cause each Subsidiary, if any, that becomes a party to the EBRD Loan Agreement, whether as a borrower, a co-borrower or a guarantor, or a subsidiary guarantor under the Existing Senior Notes to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will become a Subsidiary Guarantor and fully and unconditionally guarantee, jointly and severally with the other Subsidiary Guarantors, the Notes.
SECTION 11.03 Limitation on Liability. The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount that will result in the obligations of such Subsidiary Guarantor not constituting a fraudulent conveyance or a violation of fraudulent transfer restrictions under applicable insolvency and other laws.
SECTION 11.04 No Subrogation. Notwithstanding any payment or payments made by a Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any holder of the Notes against the Company or any collateral security or guarantee or right of offset held by the Trustee or any holder of the Notes for the payment of amounts owed by the Company and the Subsidiary Guarantors pursuant to this Indenture and the Notes (“