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SEC Filings

INCONTACT, INC. filed this Form 8-K on 11/14/2016
Entire Document

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture have been complied with or have been done or performed by the Company.


NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Trustee agree as follows for the equal and ratable benefit of each other and the Holders of the Notes:


1.       Effect of Merger on Conversion


1.1.       In accordance with Section 10.08(a) of the Indenture, at and after the effective date of the Merger (a) all conversions of the Notes that occur after the effective date of the Merger shall be effectuated in the manner set forth in the first sentence of Section 10.08(a) of the Indenture, and (b) subsequent adjustments to the Conversion Rate pursuant to Section 10.05 will be effectuated in a manner that would have an economic effect on the Holders as nearly equivalent as practicable to the economic effect the adjustments provided by Section 10.05 of the Indenture would have had on the Holders but for the Merger.


2.       Miscellaneous


2.1       Relationship to Indenture. For all purposes of this Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires:


(a)       Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Original Indenture;


(b)       Terms defined herein and in the Original Indenture shall have the meanings assigned to them herein; and


(c)       Provisions of this Supplemental Indenture that conflict with or are otherwise inconsistent with provisions of the Original Indenture shall be deemed to supersede and amend the Original Indenture for all purposes with respect to the Notes.


2.2       Effect of this Supplemental Indenture. The Original Indenture shall be modified in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes; and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby.


2.3       Trustee Matters. The recitals in this Supplemental Indenture are made by the Company only and not the Trustee, and the Trustee assumes no responsibility for their correctness. All of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture as fully and with like effect as set forth in full herein, except as expressly modified hereby. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.