Continuation and Conversion Clause Samples
The Continuation and Conversion clause outlines the conditions under which a party, typically a lender or investor, can continue their interest in an agreement or convert their rights into another form, such as equity or a different class of security. In practice, this clause may allow a convertible note holder to convert their debt into shares of the company upon a triggering event, or permit a lease to continue under new terms if certain conditions are met. Its core function is to provide flexibility and certainty for both parties by specifying how interests can be maintained or transformed, thereby addressing potential changes in the relationship or structure of the agreement.
Continuation and Conversion. Each Borrower shall have the option, on any Business Day, to continue existing Eurodollar Revolving Loans made to it for a subsequent Interest Period, to convert Base Rate Loans made to it into Eurodollar Revolving Loans or to convert Eurodollar Revolving Loans made to it into Base Rate Loans. By no later than 11:00 a.m. (a) on the date of the requested conversion of a Eurodollar Revolving Loan to a Base Rate Loan or (b) three Business Days prior to the date for a requested continuation of a Eurodollar Revolving Loan or conversion of a Base Rate Loan to a Eurodollar Revolving Loan, the relevant Borrower shall provide telephonic notice to the Administrative Agent, followed promptly by a written Notice of Continuation/Conversion, setting forth (i) whether the relevant Borrower wishes to continue or convert such Loans and (ii) if the request is to continue a Eurodollar Revolving Loan or convert a Base Rate Loan to a Eurodollar Revolving Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (i) except as provided in Section 4.1 hereof, Eurodollar Revolving Loans may be converted to Base Rate Loans only on the last day of an Interest Period applicable thereto; (ii) Eurodollar Revolving Loans may be continued and Base Rate Loans may be converted to Eurodollar Revolving Loans only if no Default or Event of Default with respect to the relevant Borrower is in existence on the date of such extension or conversion; (iii) any continuation or conversion must comply with Sections 2.2(a) or 2.2(b) hereof, as applicable; and (iv) failure by such Borrower to properly continue Eurodollar Revolving Loans at the end of an Interest Period shall be deemed a conversion to Base Rate Loans.
Continuation and Conversion. Provided that no Default or Event of Default has occurred and is then continuing, the Borrower Representative shall have the option to (a) convert at any time, subject to the notice requirements herein, all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $2,000,000.00 or any whole multiple of $1,000,000.00 in excess thereof (or such lesser amount as shall represent all of the Base Rate Loans then outstanding) into one or more SOFR Rate Loans and (b) upon the expiration of any Interest Period therefor, (i) convert all or any part of any outstanding SOFR Rate Loans in a principal amount equal to $1,000,000.00 or a whole multiple of $500,000.00 in excess thereof (or such lesser amount as shall represent all of the SOFR Rate Loans then outstanding) into Base Rate Loans (other than Swingline Loans) or (ii) continue any SOFR Rate Loans as SOFR Rate Loans, provided that, unless notice is otherwise given by the Borrower Representative to convert or continue any SOFR Rate Loans, upon the expiration of any Interest Period in respect of such SOFR Rate Loans, such SOFR Rate Loans shall automatically continue as SOFR Rate Loans having the same Interest Period as such expiring Interest Period. Whenever the Borrower Representative desires to convert or continue Loans as provided above (other than an automatic continuation of a SOFR Rate Loan as provided in clause (b)(ii) above), the Borrower Representative shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit I (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. three (3) U.S. Government Securities Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any SOFR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) in the case of any SOFR Rate Loans, the Interest Period to be applicable to such converted or continued SOFR Rate Loan. If the Borrower Representative fails to deliver a timely Notice of Conversion/Continuation with respect to a SOFR Rate Loan prior to the end of the Interest Period therefor, then, unless such SOFR Rate Loan is repaid as provided herein, the Borrower R...
Continuation and Conversion. The Borrower shall have the option, on any Business Day, to extend existing Loans into a subsequent permissible Interest Period or to convert Loans into Loans of another interest rate type; provided, however, that (i) except as provided in Section 4.3, LIBOR Rate Loans may be converted into Prime Rate Loans or extended as LIBOR Rate Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) without the consent of the Required Lenders, LIBOR Rate Loans may be extended, and Prime Rate Loans may be converted into LIBOR Rate Loans, only if the conditions precedent set forth in Section 5.3 are satisfied on the date of continuation or conversion, and (iii) Loans converted into LIBOR Rate Loans shall be in the minimum principal amount of $5,000,000 or in integral multiple of $500,000 in excess thereof. Each such continuation or conversion shall be effected by the Borrower by giving a Notice of Continuation/Conversion (or telephonic notice promptly confirmed in writing) to Administrative Agent prior to 11:00 a.m. (Tulsa, Oklahoma time) on the Business Day of, in the case of the conversion of a LIBOR Rate Loan into a Prime Rate Loan, and on the third Business Day prior to, in the case of the continuation of a LIBOR Rate Loan as, or conversion of a Prime Rate Loan into, a LIBOR Rate Loan, the date of the proposed continuation or conversion, specifying the date of the proposed continuation or conversion, the Loans to be so continued or converted, the types of Loans into which such Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. If the Borrower shall fail to specify the applicable Interest Period in the case of a request for continuation of a LIBOR Rate Loan as, or conversion of a Prime Rate Loan into, a LIBOR Rate Loan, the Borrower shall be deemed to have requested an Interest Period of 30 days. Each request for continuation or conversion shall be irrevocable and shall constitute a representation and warranty by the Borrower of the matters specified in
Continuation and Conversion. 28 3.3 Prepayments.......................................................29 3.4 Reduction and Termination of Commitments..........................30 3.5 Fees..............................................................30 3.6
Continuation and Conversion. Subsection H Conversion Privilege of the Continuation and Conversion Section of this Certificate is hereby deleted and replaced in its entirety as follows:
Continuation and Conversion. Members with questions concerning HIPAA may contact the Centers for Medicare & Medicaid Services (CMS) (formerly HCFA) at the following telephone number ▇-▇▇▇-▇▇▇-▇▇▇▇. CMS has posted at its web site a publication entitled: “Commonly Asked Questions and Answers for Consumers about the Provisions of Health Insurance Portability and Accountability Act of 1996” at the following Internet address: ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/regs/hipaacer.htm. CMS may be contacted directly, by mail, at: Centers for Medicare & Medicaid Services, Attention: HIPAA Unit, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Continuation and Conversion. The Borrower shall have the option, on any Business Day, to continue existing Loans into a subsequent permissible Interest Period or to convert Loans into Loans of another interest rate type; provided, however, that (i) except as provided in Section 3.8, Eurodollar Loans may be converted into Base Rate Loans or continued as Eurodollar Loans for new Interest Periods only on the last day of the Interest Period applicable thereto, (ii) Loans continued as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "
Continuation and Conversion. Borrower shall have the right from time to time to Convert all or part of any Loan into a Loan of a different Type or to Continue LIBOR Rate Loans; provided that: (1) a LIBOR Rate Loan may only be Converted on the last day of the LIBOR Period therefor; (2) except for Conversions into Daily One Month LIBOR Rate Loans, no Conversion to or Continuation of a LIBOR Rate Loan shall be made while an Event of Default exists or if the interest rate for such LIBOR Rate Loan would exceed the Maximum Rate; (3) each LIBOR Rate Loan, as Converted, shall be subject to the minimum amounts for LIBOR Rate Loans set forth in Section 2.1(a)(1); and (4) notices by Borrower to Bank of Conversions and Continuations of Loans shall be irrevocable and shall be effective only if received by Bank not later than 11:00 a.m. (Omaha, Nebraska time) on (i) the Business Day of the Conversion into Daily One Month LIBOR Rate Loans and (ii) the Business Day three (3) Business Days before the Conversion to or Continuation of a LIBOR Rate Loan.
Continuation and Conversion. Extension of Benefits Upon Total Disability of the Continuation and Conversion section of the
Continuation and Conversion. The Borrower shall have the option, on any Business Day, to continue existing Eurodollar Loans for a subsequent Interest Period, to convert Base Rate Loans into Eurodollar Loans or to convert Eurodollar Loans into Base Rate Loans; provided, however, that (i) except as provided in Section 4.1, Eurodollar Loans may be converted to Base Rate Loans only on the last day of an Interest Period applicable thereto; (ii) Eurodollar Loans may be continued and Base Rate Loans may be converted to Eurodollar Loans only if no Default or Event of Default is in existence on the date of extension or conversion; (iii) any continuation or conversion must comply with all requirements of this Credit Agreement including timely delivery of a properly completed Notice of Borrowing; and (iv) failure by the Borrower to properly continue Eurodollar Loans at the end of an Interest Period shall be deemed a conversion to Base Rate Loans.