definiens: means any unsecured Indebtedness of the Company in the form of convertible notes ; provided, that ( i ) such convertible notes shall not be guaranteed by any Subsidiary of the Company that is a Guarantor and any Subsidiary the Equity Interests o f which are pledged to the Investor, ( ii ) such convertible notes mature no sooner than -22- the date that is the seven -year anniversary of the Initial Closing Date and ( iii ) the aggregate of the principal amounts of all of the outstanding convertible notes ( after giving effect to the issuance of such convertible notes and the use of proceeds of the issuance of such convertible notes to redeem or repay any Indebtedness ) does not exceed [ * * * ] percent ( [ * * * ] % ) of the market capitalization of the Company ( determined at the time of signing of the definitive agreement for the issuance of such convertible notes, after taking into account all of the outstanding convertible notes immediately after giving effect to the issuance of such convertible notes and the use of proceeds of the issuance of such convertible notes to redeem or repay Indebtedness )