ALHC · Alignment Healthcare, Inc. · Financials

Verified covenant terms

• Section 11.1(a) · Company May Consolidate, Etc. on Certain Terms (a)the Company is the surviving corporation (in the case of a consolidation or merger) or the resulting, surviving or transferee Person (the "Successor Company"), if not the Company, is, or, if such Person is treated as a disregarded entity for U.S. federal income tax purposes, its regarded owner is treated as, for U.S. Defined terms:
  • Successor Company: the resulting, surviving or transferee Person

    Source evidence: the resulting, surviving or transferee Person (the "Successor Company")

  Section 11.1. Company May Consolidate, Etc. on Certain Terms.
  Full wording and supporting evidence

  Source evidence: (a)the Company is the surviving corporation (in the case of a consolidation or merger) or the resulting, surviving or transferee Person (the "Successor Company"), if not the Company, is, or, if such Person is treated as a disregarded entity for U.S. federal income tax purposes, its regarded owner is treated as, for U.S. federal income tax purposes, a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

• Section 6.10 · Notice of Defaults The Trustee shall, within 90 days after the occurrence and continuance of a Default or Event of Default of which a Responsible Officer has actual knowledge, or, if it is not known to the Trustee at such time, promptly (and in any event within 20 business days) after it becomes known to a Responsible Officer, deliver to all Holders notice of all Defaults and Events of Default known to a Responsible Officer Springing Trigger: the occurrence and continuance of a Default or Event of Default of which a Responsible Officer has actual knowledge Section 6.10. Notice of Defaults.
  Full wording and supporting evidence

  Source evidence: The Trustee shall, within 90 days after the occurrence and continuance of a Default or Event of Default of which a Responsible Officer has actual knowledge, or, if it is not known to the Trustee at such time, promptly (and in any event within 20 business days) after it becomes known to a Responsible Officer, deliver to all Holders notice of all Defaults and Events of Default known to a Responsible Officer, unless such Defaults or Events of Default shall have been cured or waived before the giving of such notice; provided that, except in the case of a Default in the payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), or accrued and unpaid interest on, any of the Notes or a Default or Event of Default in the payment or delivery of the consideration due upon conversion, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

• Section 6.1(g) · Events of Default default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50,000,000 (or its foreign currency equivalent) in the aggregate Section 6.1. Events of Default.
  Full wording and supporting evidence

  Source evidence: (g)default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity or (ii) constituting a failure to pay the principal of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case after the expiration of any applicable grace period, if such acceleration shall not have been rescinded or annulled or such failure to pay or default is not cured or waived, or such acceleration is not rescinded, within 30 days after written notice to the Company and the Trustee by either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04;

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

• Section 6.1(a) · Events of Default default in any payment of interest on any Note when due and payable, and the default continues for a period of 30 days Section 6.1. Events of Default.
  Full wording and supporting evidence

  Source evidence: (a)default in any payment of interest on any Note when due and payable, and the default continues for a period of 30 days;

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

• Section 6.1(b) · Events of Default default in the payment of principal of any Note when due and payable on the Maturity Date, upon Optional Redemption, upon any required repurchase, upon declaration of acceleration or otherwise Section 6.1. Events of Default.
  Full wording and supporting evidence

  Source evidence: (b)default in the payment of principal of any Note when due and payable on the Maturity Date, upon Optional Redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

• Section 6.2 · Acceleration; Rescission and Annulment either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately Springing Trigger: one or more Events of Default shall have occurred and be continuing Section 6.2. Acceleration; Rescission and Annulment.
  Full wording and supporting evidence

  Source evidence: If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company and not solely with respect to a Significant Subsidiary of the Company), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company (and not solely with respect to one of its Significant Subsidiaries) occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable.

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

  Target scope evidence: either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately

• Section 6.1(f) · Events of Default failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company and the Trustee to comply with any of its other agreements contained in the Notes or this Indenture (other than a default set forth in paragraph (a), (b), (c), (d) or (e) above) Springing Trigger: written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company and the Trustee Exceptions: other than a default set forth in paragraph (a), (b), (c), (d) or (e) above Section 6.1. Events of Default.
  Full wording and supporting evidence

  Source evidence: (f)failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company and the Trustee to comply with any of its other agreements contained in the Notes or this Indenture (other than a default set forth in paragraph (a), (b), (c), (d) or (e) above);

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

• Section 6.1(c) · Events of Default failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s conversion right and such failure continues for a period of five Business Days Section 6.1. Events of Default.
  Full wording and supporting evidence

  Source evidence: (c)failure by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s conversion right and such failure continues for a period of five Business Days;

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

• Section 6.4 · Payments of Notes on Default; Suit Therefor the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest Springing Trigger: an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred Section 6.4. Payments of Notes on Default; Suit Therefor.
  Full wording and supporting evidence

  Source evidence: If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at the rate borne by the Notes at such time (to the extent such interest on overdue principal and interest is permitted by law), and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 7.06.

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

  Target scope evidence: the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest

• Section 6.9 · Direction of Proceedings and Waiver of Defaults by Majority of Holders The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes Section 6.9. Direction of Proceedings and Waiver of Defaults by Majority of Holders.
  Full wording and supporting evidence

  Source evidence: The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any actions or forbearances by a Holder are prejudicial to other Holders) or that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification and/or security satisfactory to it against all losses, liabilities, expenses caused by taking or not taking such action. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Section 8.04 and including waivers obtained in connection with a repurchase or, or tender or exchange offer for, Notes) may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Redemption Price and any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected.

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

  Target scope evidence: The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes

• Section 6.11 · Undertaking to Pay Costs any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit Exceptions: the provisions of this Section 6.11 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with Section 8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price, if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note, or receive the consideration due upon conversion, in accordance with the provisions of Article 14 Section 6.11. Undertaking to Pay Costs.
  Full wording and supporting evidence

  Source evidence: All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section 6.11 (to the extent permitted by law) shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Notes at the time outstanding determined in accordance with Section 8.04, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but not limited to, the Redemption Price and the Fundamental Change Repurchase Price, if applicable) on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to convert any Note, or receive the consideration due upon conversion, in accordance with the provisions of Article 14.

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

• Section 6.3 · Additional Interest Notwithstanding anything in this Indenture or in the Notes to the contrary, if the Company so elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 360 days after the occurrence of such an Event of Default (which, for the avoidance of doubt, shall not commence until the notice described in Section 6.01(f) has been given, and the related 60-day period described in such Section 6.01(f) has… Springing Trigger: an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) Section 6.3. Additional Interest.
  Full wording and supporting evidence

  Source evidence: Notwithstanding anything in this Indenture or in the Notes to the contrary, if the Company so elects, the sole remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) shall, for the first 360 days after the occurrence of such an Event of Default (which, for the avoidance of doubt, shall not commence until the notice described in Section 6.01(f) has been given, and the related 60-day period described in such Section 6.01(f) has passed), consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the first 180-day period on which such Event of Default is continuing beginning on, and including the date on which such an Event of Default first occurs and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day during the period from, and including, the 181st day after the occurrence of such Event of Default to, and including, the 360th day after the occurrence of such Event of Default, during which such Event of Default is continuing. Additional Interest payable pursuant to this Section 6.03 shall be in addition to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d) or Section 4.06(e); provided, however, that in no event shall the rate of any such Additional Interest payable under this Section 6.03, when taken together with any such Additional Interest payable pursuant to Section 4.06(d) as a result of the Company’s failure to timely file any document or report as set forth therein, accrue at a rate in excess of 0.50% per annum on any Note, regardless of the number of events or circumstances giving rise to the requirement to pay such Additional Interest. If the Company so elects, such Additional Interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 361st day after such Event of Default (if the Event of Default relating to the Company’s failure to file is not cured or waived prior to such 361st day), the Notes shall be immediately subject to acceleration as provided in Section 6.02. The provisions of this paragraph will not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default other than the Company’s failure to comply with its obligations as set forth in Section 4.06(b). In the event the Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company has elected to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in Section 6.02.

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

• Section 4.7 · Stay, Extension and Usury Laws The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein Exceptions: to the extent that it may lawfully do so Section 4.7. Stay, Extension and Usury Laws.
  Full wording and supporting evidence

  Source evidence: The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  Target identity evidence: 4.25% Convertible Senior Notes due 2029

  Target identity evidence: the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the “Notes”), initially in an aggregate principal amount not to exceed $330,000,000

  Target identity evidence: INDENTURE dated as of November 22, 2024 between ALIGNMENT HEALTHCARE, INC., a Delaware corporation, as issuer (the "Company," as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee," as more fully set forth in Section 1.01).

  Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), initially in an aggregate principal amount not to exceed $330,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Indenture

  Target scope evidence: The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein