The notes will be senior, unsecured obligations of Eos, will accrue interest payable semi-annually in arrears and will mature on December 1, 2031, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Eos will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Eos's election. However, unless and until Eos increases the number of authorized shares of its common stock, or otherwise increases the number of shares of its common stock available to settle conversions of the notes, and, in each case, reserves the required number of shares solely for issuance upon conversion of the notes, Eos will settle all conversions entirely in cash.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Eos's option at any time, and from time to time, on or after December 5, 2028 and on or before the 41st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Eos's common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a "fundamental change" occur, then, subject to a limited exception, noteholders may require Eos to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid ...
