Change of Control Conversion Right Sample Clauses
The Change of Control Conversion Right clause grants certain parties, typically holders of convertible securities, the right to convert their holdings into another form of security or cash if the company undergoes a change of control, such as a merger or acquisition. In practice, this means that if the company is sold or control shifts to a new owner, affected stakeholders can choose to convert their securities—often preferred shares or bonds—into common stock or receive a predetermined payout. This clause is designed to protect investors by ensuring they are not disadvantaged or left with less favorable terms following significant changes in the company's ownership structure.
Change of Control Conversion Right. Shares of Series E Preferred Stock are not convertible into or exchangeable for any other property or securities of the Company, except as provided in this Section 7.
(a) Upon the occurrence of a Change of Control, each holder of Series E Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date, the Company has provided notice of its election to redeem some or all of the shares of Series E Preferred Stock held by such holder pursuant to Section 6 hereof, in which case such holder will have the right only with respect to shares of Series E Preferred Stock that are not called for redemption) to convert some or all of the shares of Series E Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of Common Shares (which, for avoidance of doubt, shall be shares of the Company’s Class A Common Stock if more than one class of Common Shares is then outstanding) per share of Series E Preferred Stock (the “Common Shares Conversion Consideration”) equal to the lesser of: (i) the quotient obtained by dividing (x) the sum of the $25.00 liquidation preference per share of Series E Preferred Stock plus the amount of any accumulated and unpaid dividends (whether or not earned or declared) thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date for the Series E Preferred Stock, in which case no additional amount for such accumulated and unpaid dividends will be included in this sum) by (y) the Common Shares Price (as defined below) (such quotient, the “Conversion Rate”); and (ii) [ ] (the “Share Cap”), subject to adjustments provided in Section 7(b) below.
(b) Subsequent to the initial issuance of Series E Preferred Stock, the Share Cap shall be subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of Common Shares to existing holders of Common Shares), subdivisions or combinations (in each case, a “Share Split”) with respect to Common Shares as follows: the adjusted Share Cap as the result of a Share Split will be the number of Common Shares that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common Shares outstanding immediately...
Change of Control Conversion Right. Upon the occurrence of a Change of Control during a continuing Delisting Event, unless the Issuer has elected to exercise its redemption right, holders of the Series A Preferred Stock will have the right to convert some or all of the Series A Preferred Stock held by such holder into a number of shares of the Issuer’s Class C common stock, par value $0.001 per share, per share of Series A Preferred Stock, which is equal to the lesser of: ● the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series A Preferred Stock to be converted plus an amount equal to all dividends accrued and unpaid (whether or not declared) on the Series A Preferred Stock to, but not including, the Conversion Date (unless the Conversion Date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend will be included in this sum), by (ii) the Common Stock Price; and
Change of Control Conversion Right on the Change of Control Conversion Date into a number of shares of Common Stock per share of Series E Preferred Stock (the "Common Stock Conversion Consideration") equal to the lesser of: (i) the quotient obtained by dividing (x) the sum of the $25.00 liquidation preference per share of Series E Preferred Stock plus the amount of any accrued and unpaid dividends (whether or not earned or declared) thereon to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date for the Series E Preferred Stock, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (y) the Common Stock Price (as defined below) (such quotient, the "Conversion Rate"); and (ii) [ · ](2) (the "Share Cap"), subject to adjustments provided in Section 7(b) below.
Change of Control Conversion Right. The Corporation has the right (the “Change of Control Conversion Right”), exercisable at its election, to designate the Business Day (the “Change of Control Conversion Date”) immediately preceding the effective date of a Change of Control as a Conversion Date for the conversion (such a conversion, a “Change of Control Conversion”) of all outstanding shares of Convertible Preferred Stock.
Change of Control Conversion Right. Upon the occurrence of a Change of Control, each holder of Preferred Stock will have the right, subject to our Special Optional Redemption right, to convert some or all of the shares of Preferred Stock held by such holder, or the Change of Control Conversion Right, on the business day that is no less than 20 days nor more than 35 days after the date on which we provide the notice to the holders of Preferred Stock (a “Change of Control Conversion Date”) into a number of shares of our Class A common stock per share of Preferred Stock, equal to the lesser of (A) the quotient obtained by dividing (i) the sum of (x) $25.00, plus (y) an amount equal to any accrued and unpaid dividends (whether or not declared) to, but not including, the date of the Change of Control Conversion, except if such Change of Control Conversion Date is after a record date for a Preferred Stock dividend payment and prior to the corresponding Preferred Stock dividend payment date, in which case the amount pursuant to this clause (i)(y) shall equal $0.00 in respect of such dividend, by (ii) the common stock price and (B) 1.46929.
Change of Control Conversion Right. The term “Change of Control Conversion Right” shall have the meaning set forth in subparagraph (1) of paragraph (F) below.
Change of Control Conversion Right