Optional Conversion has the meaning set forth in Section 6(a).
Mandatory Conversion shall have the meaning set forth in Section 6.
Date of Conversion Conversion Price:_______________________________________________________________ Shares To Be Delivered:_________________________________________________________ Signature:______________________________________________________________________ Print Name:_____________________________________________________________________ Address:________________________________________________________________________
Conversion Plan shall have the meaning given to such term in Section 2.05 of this Agreement.
New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:
Automatic Conversion means the irrevocable and automatic release of all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Company’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares, all in accordance with the terms of the Securities.
Company Conversion Price means, as of any date of determination, the price which shall be the lower of (i) the applicable Conversion Price and (ii) that price computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days ending on the Trading Day immediately preceding the applicable Company Redemption Date (each a “Company Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock during such Company Conversion Measuring Period.
Mandatory Conversion Date has the meaning set forth in Section 7(a).
Certificate of Conversion means the Certificate of Conversion of the Partnership filed with Secretary of State of Delaware as referenced in Section 2.1 as such Certificate of Conversion may be amended, supplemented or restated from time to time.
Forced Conversion has the meaning set forth in Section 4.05(c) hereof.
Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.
Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.
Base Merger Consideration means an amount equal to $1,855,000,000.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Plan of Conversion has the meaning given such term in Section 14.1.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.
Initial Conversion Price has the meaning specified in Section 13.01.
Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.
Interest Conversion Shares shall have the meaning set forth in Section 2(a).
Mandatory Conversion Notice has the meaning set forth in Section 4.7.C hereof.
Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).